Covenant Not to Complete Sample Clauses

Covenant Not to Complete. (a) In order to induce Buyer to enter into and consummate the transactions provided for in this Agreement, each Seller covenants ands agree that (i) during the period of three (3) years following the date of Closing he will not, without the prior written consent of Buyer in each instance, directly or indirectly, whether for himself or for any other person and whether as proprietor, principal, stockholder, partner, agent, director, officer, employee, consultant, independent contractor or in any other capacity, engage in, or have any interest in any business or other entity that provides products and support for wireless coverage extension of emergency service transmissions and of private and public wireless carriers anywhere in the continental United States or (ii) at any time after the Closing knowingly do any act which would impair the value of the business, operations or assets of, or injure the goodwill or reputation of, Buyer or the Company or divert any of its business or employees. Without limiting the generability of the foregoing, Seller agrees that during such five year period he will not solicit any business from any person, firm, corporation or entity which was a customer of the Company within the three year period prior to the Closing nor will he hire any person who was an employee of the Company at the date of Closing.
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Covenant Not to Complete. During the term of this Agreement, consultant shall not directly or indirectly, either for his own account, or as a partner, shareholder, officer, director, employee, agent of otherwise: own, manage, operate, control, be employed by, participate in, consult with, perform services for, or otherwise be connected with any business the as or similar to the business conducted by Company. In the event any of the provisions of this Section 6 are determined to be invalid by reason of their scope or duration, this Section 6 shall be deemed modified to the extent required to cure the invalidity. In the event of a breach, or a breach, or a threatened breach, of this Section 6, Company shall be entitled to obtain an injunction restraining the commitments or continuance of the breach, as well as any other legal or equitable remedies permitted by law.
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Covenant Not to Complete. From the Commencement Date through the Termination Date ( and thereafter for any additional period during which Executive is being paid any severance amount hereunder), Executive shall not, without the prior written consent of the Company, take part directly or indirectly (other than as a non-"Substantial Owner", as hereinafter defined) in any television infomercial venture or in any television infomercial production or in any "home shopping" style marketing venture which is competitive with the business of the Company or its affiliates and shall not be an officer, director, employee, independent contractor or Substantial Owner of any such restricted business. "Substantial
Sample 1
Covenant Not to Complete. If the Employee voluntarily terminates employment for any reason within thirty (30) days of the date of a Change in Control or for Good Reason within twelve (12) months of the date of the Change in Control, or is terminated without Just Cause within twelve (12) months of the date of the Change in Control, the Company shall pay (if not paid by the Bank pursuant to the employment agreement between the Employee and the Bank) the Employee an amount equal to the Employee's annual base compensation in effect on the date of the Change in Control. Such sum shall be paid in one lump sum within ten (10) days of the Employee's last day of employment with the Bank or successor thereto. In consideration of the payment to be made to him under this Section 12(c), the Employee agrees as follows:
Sample 1
Covenant Not to Complete. (a) The Employee does hereby agree, subject to the provision set forth in Section 2(b) of this Agreement, that he shall not during the term of this Agreement or any extension hereof and for a period of six (6) months after expiration or termination of his employment with the Company be directly or indirectly employed or retained by, own, manage, invest, lend money to, guarantee the obligation of, participate in, associate with, advise, or be connected in any manner as an officer, stockholder, employee, partner, director, consultant, advisor, investor or creditor of, any broadcast station in competition with the Company or licensed to or whole transmitter is located within any community or Metro Survey Area (as defined by Arbitron) of any of the Stations or any other radio stations owned by the Company or its affiliates where the Employee is working day-to-day at said stations or supervising said stations at the time of such termination of employment.
Sample 1
Covenant Not to Complete. During the term of this Agreement and for a period thereafter (as set forth in Section 11 below), EMPLOYEE will not, directly or indirectly, compete with COMPANY in the field of multimedia networks and/or in any field which is otherwise competitive with the COMPANY's services and/or activities as contemplated and/or implemented by COMPANY during the term of this Agreement, and shall strictly abide by the terms and conditions of the "Employee Proprietary Information and Assignment of Invent io ns Agreement" which is being executed concurrently herewith and which is attached hereto as EXHIBIT A and incorporated herein (the "Assignment Agreement " ) . In addition, EMPLOYEE, while employed, shall not take any action without COMPANY's prior written consent to establish, form, or become employed by a competing business on termination of employment by COMPANY. EMPLOYEE’s failure to comply with the provisions of this Section 5 shall give COMPANY the right (in addition to all other remedies COMPANY may have) to terminate any benefits, or compensation to which EMPLOYEE may be otherwise entitled following termination of this Agreement.
Sample 1
Covenant Not to Complete. Section 5(a)(1) of the Employment Agreement is amended so as to provide that the restrictions set forth in Subsection (a)(1) of Section 5 of the Employment Agreement shall apply only to the states in the eastern United States, as set forth in Schedule A to this Amendment.
Sample 1
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Covenant Not to Complete. 21 During PHYSICIAN’s employment with CORPORATION, and for a period of two (2) years after the termination of that employment, irrespective of the reason, PHYSICIAN shall not, other than on CORPORATION’s behalf, directly or indirectly perform anatomical or clinical pathology services for any individual, physician group, or entity for which CORPORATION provides pathology services as of the Effective Date including, but not limited to, _ _ , and any other individual, physician group, or entity that uses _ _ as a pathology services reference laboratory as of the Effective Date.22 Violation of this covenant by PHYSICIAN 21 Contracting parties may want to be aware of Section 6.11 of this sample agreement interaction with this Section 6.2 22 Contracting parties may want to consider specifying a geographic region as alternative or additional specification. For some practices the distance used in the following sample language will be defendant on the geography and demographics of where will entitle CORPORATION to injunctive or other relief, including damages, in a court of competent jurisdiction. If the period of time or the scope of non-competition specified is adjudged unreasonable in any court proceeding, then the period of time or scope shall be reduced as is deemed necessary to allow this covenant to be enforced during such period of time and scope as is determined to be reasonable.23
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Covenant Not to Complete 
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Related to Covenant Not to Complete

  • 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

  • Release and Covenant Not to Xxx Effective as of the Closing, to the fullest extent permitted by applicable Law, each Seller, on behalf of itself and its Affiliates and any Person that owns any share or other equity interest in or of such Seller (the “Releasing Persons”), hereby releases and discharges the Target Companies from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown, both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Target Companies arising on or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including any rights to indemnification or reimbursement from a Target Company, whether pursuant to its Organizational Documents, Contract or otherwise, and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to be commenced, any Action of any kind against the Target Companies or their respective Affiliates, based upon any matter purported to be released hereby. Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a Releasing Person may have against any party other than the Company pursuant to the terms and conditions of this Agreement or any Ancillary Document.

  • 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.

  • General Release and Covenant Not to Xxx (a) Release by Stockholder Parties. EFFECTIVE AS OF THE EFFECTIVE TIME, STOCKHOLDER, ON BEHALF OF STOCKHOLDER, STOCKHOLDER'S ATTORNEYS, HEIRS, EXECUTORS, ADMINISTRATORS, ASSIGNS, AND TRUSTS, PARTNERSHIPS AND OTHER ENTITIES UNDER STOCKHOLDER'S CONTROL (TOGETHER THE "STOCKHOLDER PARTIES"), HEREBY GENERALLY RELEASES AND FOREVER DISCHARGES COMPANY AND ITS PREDECESSORS, SUCCESSORS, ASSIGNS, SUBSIDIARIES AND AFFILIATES AND FAMILY MEMBERS (AS DEFINED BELOW), OFFICERS (OTHER THAN XXXX XXXXX AND XXXXXX XXXXX), EMPLOYEES, AGENTS, REPRESENTATIVES, PRINCIPALS AND ATTORNEYS, AND, SUBJECT TO SECTION 14 HEREOF, DIRECTORS, XXXX XXXXX AND XXXXXX XXXXX (TOGETHER THE "COMPANY PARTIES") FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, SUITS, DAMAGES, LOSSES, EXPENSES, ATTORNEYS' FEES, OBLIGATIONS OR CAUSES OF ACTION, KNOWN OR UNKNOWN OF ANY KIND AND EVERY NATURE WHATSOEVER, AND WHETHER OR NOT ACCRUED OR MATURED (COLLECTIVELY, "CLAIMS"), WHICH ANY OF THEM MAY HAVE ARISING OUT OF OR RELATING TO ANY OMISSION, ACTS OR FACTS THAT HAVE OCCURRED UP AND UNTIL AND INCLUDING THE EFFECTIVE TIME, INCLUDING WITHOUT LIMITATION:

  • Covenant Not to Xxx Each Party hereby covenants and agrees that none of it, the members of such Party’s Group or any Person claiming through it shall bring suit or otherwise assert any claim against any Indemnitee, or assert a defense against any claim asserted by any Indemnitee, before any court, arbitrator, mediator or administrative agency anywhere in the world, alleging that: (a) the assumption of any Varex Liabilities by Varex or a member of the Varex Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; (b) the retention of any Parent Liabilities by Parent or a member of the Parent Group on the terms and conditions set forth in this Agreement and the Ancillary Agreements is void or unenforceable for any reason; or (c) the provisions of this Article IV are void or unenforceable for any reason.

  • 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.

  • 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:

  • 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:

  • 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:

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