Covenant Not to Compete Sample Clauses

Covenant Not to Compete. (i) The Company and its affiliates are currently engaged in the business of branded and generic pharmaceuticals, with a focus on product development, clinical development, manufacturing, distribution and sales & marketing. To protect the Confidential Information and other trade secrets of the Company and its affiliates as well as the goodwill and competitive business of the Company and its affiliates, Executive agrees, during the Employment Term and for a period of twelve (12) months after Executive’s cessation of employment with the Company, that Executive will not, unless otherwise agreed to by the Chief Executive Officer of Endo (following approval by the Chair of the Committee), anywhere in the world where, at the time of Executive’s termination of employment, the Company develops, manufactures, distributes, markets or sells its products, except in the course of Executive’s employment hereunder, directly or indirectly manage, operate, control, or participate in the management, operation, or control of, be employed by, associated with, or in any manner connected with, lend Executive’s name to, or render services or advice to, any third party or any business whose products or services compete in whole or in part with the products or services (both on the market and in development) material to the Company or any business unit on the termination date that constitutes more than 5% of the Company’s revenue on the termination date (a “Competing Business”); provided, however, that Executive may in any event (x) own up to a 5% passive ownership interest in any public or private entity and (y) serve on the board of any Competing Business that competes with the business of the Company and its affiliates as an immaterial part of its overall business, provided that Executive recuses Executive fully and completely from all matters relating to such business. (ii) For purposes of this Section 11(b), any third party or any business whose products compete includes any entity with which the Company or its affiliates has had a product(s) licensing agreement during the Employment Term and any entity with which the Company or any of its affiliates is at the time of termination actively negotiating, and eventually concludes within twelve (12) months of the Employment Term, a commercial agreement. (iii) Notwithstanding the foregoing, it shall not be a violation of this Section 11(b), for Executive to provide services to (or engage in activities involving): (A) a subsidiary, d...

Covenant Not to Compete. Commencing on the Closing Date and ending on the three (3) year anniversary of the Closing Date (the “Restricted Period”), the Restricted Party shall not, and shall cause each of his affiliates not to, anywhere in the Restricted Territory, directly or indirectly, engage in any Competitive Activities. The Restricted Territory shall mean anywhere in the world where the Company (directly or through any Company Subsidiary) conducts its Business (as defined below) as of the Closing Date. The Restricted Party acknowledges that the Company conducted its Business throughout the Restricted Territory and the Restricted Party provided services to the Company throughout the Territory. The Restricted Party shall be deemed to be engaged in Competitive Activities if such Restricted Party or any of his affiliates (i) serves as a shareholder, owner, officer, director, member, manager, trustee or partner of, or consults with, advises or assists in any way, whether or not for consideration, any corporation, partnership, firm, proprietorship or other business organization that engages in any Competitive Activity (a “Competitor”) or (ii) endorses the services of any such Competitor, solicits customers, provides or otherwise serves as an intermediary for any such Competitor or loans money or renders any other form of financial assistance to any such Competitor. In the event a court of competent jurisdiction determines that the provisions of this Section 2 are excessively broad as to duration, geographical scope or activity, it is expressly agreed that this Section 2 shall be construed so that the remaining provisions shall not be affected, but shall remain in full force and effect, and any such overbroad provisions shall be deemed, without further action on the part of any Person, to be modified, amended and/or limited, but only to the extent necessary to render the same valid and enforceable in such jurisdiction. For purposes of this Letter Agreement, the term (i) “Business” means the business and operations conducted and operated by the Company and/or the Company Subsidiaries prior to the Closing Date, consisting of serving as a global solutions provider for the fire safety and oil additives industries and (ii) “Competitive Activities” as used herein means any activity or service that competes with the Business; provided, however, the term “Competitive Activities” shall not include the passive ownership of securities of entities which are listed on a national securities excha...

Covenant Not to Compete. If you terminate employment with Surety or if your employment is terminated by Surety and then you compete with Surety, Surety may suffer irreparable harm and damage. Accordingly, you hereby agree that to protect the legitimate business interests of Surety, while you are employed by Surety, and for a period of 12 months following the date of your termination of employment with Surety, you will not, directly or indirectly, without the prior written approval of the Surety’s Board, be directly or indirectly employed as an owner, partner, employee, consultant or in any other capacity by, and you will not become a stockholder in, a surety business in the United States and Canada (a “Competitor”); provided, however, that such prohibited activity shall not include the ownership of less than 5% of the outstanding securities of any publicly traded corporation (determined by vote or value) regardless of the business of such corporation; and provided further that such prohibited activity shall be expanded to include a surety business outside the United States and Canada should, during the term of this Agreement, Surety do “substantial” business outside the United States and Canada. Upon your written request, the Board will determine in its sole discretion whether a business or other entity constitutes a “Competitor” or whether Surety is doing “substantial” business outside the United States and Canada; provided that the Board may require you to provide such information as the Board determines to be necessary to make such determination; and further provided that the current and continuing effectiveness of such determination may be conditioned on the accuracy of such information, and on such other factors as the Board may determine. If any restriction set forth in this Section 8(c) is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or over too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. Notwithstanding anything contained in this Agreement to the contrary, the restriction set forth in this Section 8(c) shall terminate on the later of (i) the expiration of the Protection Period or (ii) the expiration of the 12 month period following the date of your termination of employment with Surety during the Protection Period.

Covenant Not to Compete. In consideration for Executive's employment by the Company under the terms provided in this Agreement and as a means to aid in the performance and enforcement of the terms of the provisions of Paragraph 4, Executive agrees that: (a) during the Period of Employment and for a period of twelve (12) months thereafter, regardless of the reason for termination of employment, Executive will not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is engaged in a business that is directly competitive with any of the Company's products which are produced or in development by the Company as of the date of Executive's termination of employment, anywhere in the world; provided, however, that the foregoing shall not prohibit Executive from owning up to one percent (1%) of the outstanding stock of a publicly held company engaged in activities competitive with that of the Company; and (b) during the term of Executive's employment with the Company and for a period of twelve (12) months thereafter, regardless of the reason for termination of employment, Executive will not directly or indirectly solicit or induce any present or future employee of the Company or any affiliate of the Company to accept employment with Executive or with any business, operation, corporation, partnership, association, agency, or other person or entity with which Executive may be associated, and Executive will not knowingly employ or cause any business, operation, corporation, partnership, association, agency, or other person or entity with which Executive may be associated to employ any present or future employee of the Company without providing the Company with ten (10) days' prior written notice of such proposed employment. Should Executive violate any of the provisions of this Paragraph, then in addition to all other rights and remedies available to the Company at law or in equity, the duration of this covenant shall automatically be extended for the period of time from which Executive began such violation until he permanently ceases such violation.

Covenant Not to Compete. (a) During the Employment Period and for the two (2) year period following the date of termination of the Employment Period (the "Noncompetition Period"), --------------------- the Employee shall not (i) in any geographic area where Pacer conducts business during the Noncompetition Period, engage or participate in directly or indirectly (whether as an officer, director, employee, partner, consultant, holder of an equity or debt investment, lender or in any other manner or capacity, including, without limitation, by the rendering of services or advice to any person), or lend your name (or any part or variant thereof) to, any Competing Business (as defined in below); (ii) deal, directly or indirectly, in a competitive manner with any customers doing business with Pacer during the Noncompetition Period; (iii) solicit or employ any officer, director or agent of Pacer to become an officer, director, or agent of the Employee, the Employee's affiliates or anyone else; or (iv) engage in or participate in, directly or indirectly, any business conducted under any name that shall be the same as or similar to the name of Pacer or any trade name used by it. Ownership by the Employee for investment of less than 2% of the outstanding shares of capital stock or class of debt securities of any corporation with one or more classes of its capital stock listed on a national securities exchange or actively traded in the over-the-counter market shall not constitute a breach of the foregoing covenant. The Employee is entering into the foregoing covenant to assure the Company of the transfer of the goodwill of the Sellers, and in order to induce the Company to consummate the purchase contemplated by the Purchase Agreement. (b) The Employee will not at any time after the date hereof divulge, furnish to or make accessible to anyone any knowledge or information with respect to confidential or secret processes, inventions, discoveries, improvements, formulae, plans, material, devices or ideas or know-how, whether patentable or not, with respect to any confidential or secret aspects of the business of Pacer (including, without limitation, customer lists, supplier lists and pricing arrangements with customers or suppliers); provided, however, that -------- ------- nothing herein shall prohibit the Employee from complying with any order or decree of any court of competent jurisdiction or governmental entity or other requirements of law, but the Employee will give Pacer reasonably timely...

Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. F...

Covenant Not to Compete. Without the consent of the Company, the Executive shall not, directly or indirectly, anywhere in the world, at any time during the Employment Period and for a period of eighteen (18) months following the termination of Executive's employment with the Company for any reason, be associated or in any way connected as an owner, investor, partner, director, officer, employee, agent, or consultant with any business entity directly engaged in the manufacture and/or sale of products competitive with any material product or product lines of the Company; provided, however, that the Executive shall not be deemed to have breached this undertaking if his sole relation with such entity consists of his holding, directly or indirectly, an equity interest in such entity not greater than two percent (2%) of such entity's outstanding equity interest, and the class of equity in which the Executive holds an interest is listed and traded on a broadly recognized national or regional securities exchange. For purposes hereof, the term "material product or product line of the Company" shall mean any product or product line of the Company, the aggregate gross sales of which during any calendar year during the five (5) year period preceding the Executive's undertaking such association with such a competitor were at least $10 million. The Executive acknowledges that: (a) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary, and intellectual character; (b) the business of the Company is worldwide in scope and its products are marketed throughout the world; (c) the Company competes with other businesses that are or could be located in any part of the world; and (d) the provisions of this Section 9 are reasonable and necessary to protect the Company's business. If any covenant in this Section 9 is held to be unreasonable, arbitrary, or against public policy, such covenant will be considered to be divisible with respect to scope, time, and geographic area, and such lesser scope, time, or geographic area, or all of them, as a court of competent jurisdiction may determine to be reasonable, not arbitrary, and not against public policy, will be effective, binding, and enforceable against the Executive. The period of time applicable to any covenant in this Section 9 will be extended by the duration of any violation by the Executive of such covenant. The Executive will, while the covenants under this Section 9 are in effect, give notice to th...

Covenant Not to Compete. (a) Subject to the provisions of Section 6(c) below, without the express prior written consent of the Corporate Governance Committee of the Board, Employee will not serve as an employee, officer, director or consultant, or in any other similar capacity or make investments (other than open market investments in no more than five percent (5%) of the outstanding stock of any publicly traded company) in or on behalf of any person, firm, corporation, association or other entity whose activities directly compete with the activities of the Company then existing (during all periods of Employee’s employment by the Company), or contemplated (as of the date he last worked on the Company’s behalf pursuant to this Agreement), as applicable, in those portions or areas of oil and gas basins in which the Company is active or as to which it has begun study or analysis, where such employment may involve working for or with, or assisting, such competitor with activities that are the same as or similar to activities Employee performed on behalf of the Company; (b) Subject to the provisions of (c) of this section, without the express prior written consent of the Company, he will not solicit, recruit or hire, or assist any person, or entity in the solicitation, recruitment or hiring of any person engaged by the Company as an employee, officer, director or consultant; and (c) Employee’s obligations under Sections 6(a) and (b) above shall continue in force during all periods of Employee’s employment by the Company, and after termination of employment for a period ending with the date of final payment of any cash severance compensation or other post-employment cash compensation, paid to Employee after the Term of Employment, provided that if the Company, in violation of the provisions of this Agreement, refuses or fails, within 60 days after written demand from Employee (unless an arbitral or court proceeding is being pursued in good faith), to pay Employee amounts to be paid by the Company hereunder, or if there has been a “Change of Control,” as defined in the Company’s Change of Control Severance Plan dated November 4, 2008 (“COC Severance Plan”), as such definition therein may be modified by duly adopted amendments thereto from time to time, then the provisions of Sections 6(a) and (b) above shall have no further force and effect after such failure to pay or Change of Control.

Covenant Not to Compete. The Employee recognizes that the Company has business goodwill and other legitimate business interests which must be protected in connection with and in addition to the Information (as defined hereinafter), and therefore, in exchange for access to the Information, the specialized training and instruction which the Company will provide, the Company's agreement to employ the Employee on the terms and conditions set forth herein, the Company's agreement to execute and consummate the Purchase Agreement, and the promotion and advertisement by the Company of Employee's skill, ability and value in the Company's business, subject to the provisions of the next full paragraph of this Section 12, the Employee agrees that in the event (i) Employee is terminated for Cause, or (ii) Employee leaves the employ of the Company other than a Termination By Employee With Good Reason prior to expiration of the term of the Agreement, or (iii) upon the expiration of the term of this Agreement, then for a period of the latest date of (i) five (5) years after the date of this Agreement, or (ii) three (3) years after the date employment is so terminated, except in the event of Termination Without Cause or in the event of Termination By Employee With Good Reason By Employee: (a) Employee will not in any capacity or relationship enter into, engage in, or be connected with any business or business operation or activity within a fifty (50) mile radius of any office location then operated by the Employer at the time of such termination, which consists in whole or in part of the Business of the Company; and (b) Employee will not call upon any customer whose account is serviced in whole or in part by the Employer or its Affiliates at the time of the termination of Employee's employment, with the purpose of selling or attempting to sell to any such customer any services included within that offered by the Employer or its Affiliates; and (c) Employee will not intentionally divert, solicit or take away any customer, supplier or employee of the Employer or its Affiliates, or the patronage of any customer or supplier of the Employer or its Affiliates, or otherwise interfere with or disturb the relationship existing between the Employer or its Affiliates and any of their respective customers, suppliers or employees, directly or indirectly. The foregoing restrictive covenants shall apply to the Employee in the event of his Termination Without Cause or in the event of Termination By Employee With ...