Exceptions to Non-Compete Clause Samples

Exceptions to Non-Compete. The restrictions contained in Section 8(a) of this Agreement will not prevent the Executive from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company, as long as prior to accepting such employment the Company receives a written assurance from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services to, or have any ability to provide strategic direction or oversight to, any division or business unit that competes, directly or indirectly, with the Company. During the restrictive period set forth in Section 8(a), the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.

Exceptions to Non-Compete. Notwithstanding anything to the contrary set forth in Section 14.2 or 14.3: (a) Nothing in this Agreement shall prohibit, preclude or in any way restrict eBay and its controlled Affiliates, on the one hand, or PayPal and its controlled Affiliate, on the other hand, from: (i) purchasing or acquiring, or being the holder or beneficial owner of, up to the greater of five percent (5%) or $100 million of the outstanding equity securities of any Person; (ii) acquiring and, after such acquisition, owning an interest in any Person (or its successor) that is engaged in a business activity that would otherwise violate Section 14.2 or Section 14.3, as applicable, (a “Competing Business”) if the annual revenue generated by such Competing Business in the last completed fiscal year of such Person did not exceed the greater of (A) ten percent (10%) of such Person’s consolidated annual revenues for such fiscal year and (B) the lesser of fifty percent (50%) of such Person’s consolidated annual revenues for such fiscal year and $500 million. (b) Nothing in this Agreement shall prohibit, preclude or in any way restrict any director of eBay or PayPal from, whether in such director’s personal capacity or as a manager, partner, director, officer or other control person of an investment fund, investing in, participating in or directing the investment in, serving on the board of directors or similar governing body of, receiving information rights in or participating in other customary activities related to investments in, any Person that is engaged in the Competing Business. (c) If the restrictions set forth in Section 14.2 are not enforceable for any portion of the Term or with respect to any portion of the eBay Restricted Business in any jurisdiction under the antitrust/competition laws of such jurisdiction, the Parties shall negotiate in good faith and agree upon a suitable and equitable alternative that, to the fullest extent permitted under the antitrust/competition laws of such jurisdiction, effects the original intent of Section 14.2. If the restrictions set forth in Section 14.3 are not enforceable for any portion of the Term or with respect to any portion of the PayPal Restricted Business in any jurisdiction under the antitrust/competition laws of such jurisdiction, the Parties shall negotiate in good faith and agree upon a suitable and equitable alternative that, to the fullest extent permitted under the antitrust/competition laws of such jurisdiction, effects the origi...

Exceptions to Non-Compete. Nothing in Clause 15.1 or Clause 15.2 or any other provision of this Agreement shall: (a) prohibit any Shareholder or its Subsidiaries or Principal Party or its Subsidiaries (each a "Restricted Person") from investing in any Competing Entity so long as (a) the consolidated revenues of such Competing Entity from any service or activity within the scope of the Business do not exceed 15% of the total consolidated revenues of such Competing Entity shall not use the name "Hutc▇▇▇▇▇" ▇▇d/or "Whampoa" or "Global Crossing" as part of its name; provided however, in a case where the service or activity within the scope of the Business is conducted by an entity which has no significant operations or operating history and, within two years from the date of such investment, the consolidated revenues of the Competing Entity from such service and/or activity exceeds 20% of the total consolidated revenues of such Competing Entity, such Restricted Person shall provide the Company an option to acquire its investment in such Competing Entity (subject to any necessary third party consents provided that such party shall use commercially reasonable efforts to avoid the requirement for, and obtain, if applicable, the necessary consents) in cash at the fair market value thereof but subject to the proviso contained in this Clause 15.3(a), the said Restricted Person may maintain such investment notwithstanding such revenues 32 30 in the future exceed 15% of the total consolidated revenues of such Competing Entity.

Exceptions to Non-Compete. The Buyer acknowledges, confirms and agrees that the Non-Compete Agreement and the Non-Solicitation Agreement do not and shall not prohibit the Seller and the Principals from (i) developing, promoting, marketing, distributing and/or selling the [***], (ii) conducting the Post-Harvest Business (whether during the License Period or at any time thereafter), or (iii) conducting or continuing to conduct any business activities not constituting the Business (expressly including, without limitation, the Seller’s Other Product Lines). For the avoidance of doubt, the parties acknowledge that the right of Seller and/or the Principals to conduct the Post-Harvest Business is not limited to the duration of the License Period, but rather continues indefinitely thereafter, at the discretion of Seller and/or the Principals.

Exceptions to Non-Compete. Notwithstanding anything to the contrary set forth in Section 14.2 or 14.3: (a) Nothing in this Agreement shall prohibit, preclude or in any way restrict eBay and its controlled Affiliates, on the one hand, or PayPal and its controlled Affiliate, on the other hand, from: (i) purchasing or acquiring, or being the holder or beneficial owner of, up to the greater of five percent (5%) or $100 million of the outstanding equity securities of any Person; (ii) acquiring and, after such acquisition, owning an interest in any Person (or its successor) that is engaged in a business activity that would otherwise violate Section 14.2 or Section 14.3, as applicable, (a “Competing Business”) if the annual revenue generated by such Competing Business in the last completed fiscal year of such Person did not exceed the greater of (A) ten percent (10%) of such Person’s consolidated annual revenues for such fiscal year and (B) the lesser of fifty percent (50%) of such Person’s consolidated annual revenues for such fiscal year and $500 million. (b) Nothing in this Agreement shall prohibit, preclude or in any way restrict any director of eBay or PayPal from, whether in such director’s personal capacity or as a manager, partner, director, officer or other control person of an investment fund, investing in, participating in or directing the investment in, serving on the board of directors or similar governing body of, receiving information rights in or participating in other customary activities related to investments in, any Person that is engaged in the Competing Business.

Exceptions to Non-Compete. Without prejudice to Clause 21.8 (IP Challenges), nothing in Clause 21.6 (Non-compete) shall prevent Sandoz or any member of the Sandoz Group from, after the Separation Date: (a) carrying on or engaging in the research or Development of any product that would constitute a Competing Activity, provided that such activity: (i) is carried out by a Sandoz Clean Team or, if outsourced to a Third Party, such Third Party is managed by a Sandoz Clean Team; and (ii) does not utilize, exploit, or otherwise benefit from Novartis Sensitive Information; (b) Commercializing a product which competes with a Novartis Originator Non-Compete Product in a country following the date on which the Generic Product Conditions are satisfied in respect of such Novartis Originator Non-Compete Product in that country (or, without prejudice to Clause 21.8 (IP Challenges), entering into a related licensing arrangement with a Third Party, filing for, sponsoring or obtaining any Marketing Authorization prior to such date, provided the Generic Product Conditions in respect of the relevant Non-Compete Product are satisfied prior to the Commercialization of such product and Sandoz or any member of the Sandoz Group does not disclose any Novartis Sensitive Information to such Third Party); (c) owning securities, shares or similar interests in any company or partnership provided that they do not: (i) exceed 5 per cent. in nominal value of the securities, shares or similar interests in that company or partnership (or of any class of its securities); or (ii) otherwise grant (directly or indirectly) management functions or any material influence in that company or partnership beyond that of other holders of similar securities; (d) acquiring and subsequently carrying on or being engaged in any one or more companies and/or businesses (but not an individual Marketing Authorization or product) (taken together, the Acquired Business) where at the time of the acquisition the activities or products of the Acquired Business include a Competing Activity (the Acquired Competing Business), provided that following such acquisition Sandoz thereafter ensures that the Acquired Competing Business: (i) is managed by a Sandoz Clean Team; and (ii) does not utilize, exploit, or otherwise benefit from Novartis Sensitive Information communicated by any Sandoz employee not on the Sandoz Clean Team in respect of such Acquired Competing Business; (e) being acquired and such acquirer (the Acquirer) subsequently carrying on ...

Exceptions to Non-Compete. The restrictions contained in Section 8(b) of this Agreement will not prevent the Executive from (1) accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company, or (2) becoming employed or otherwise associated with or engaged with a private equity firm which is investing generally in the healthcare space, as long as prior to accepting such employment, association or engagement the Company receives a written assurance from the Executive, satisfactory to the Company, to the effect that the Executive will not render any services to, or have·any ability to provide strategic direction or oversight to, any division or business unit that competes, directly or indirectly, with the Company. During the restrictive period set forth in Section 8(b), the Executive will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement. Nothing in this Section 8 will prevent Executive from beneficially owning an entirely passive interest of less than 1% of the shares of any public company.

Exceptions to Non-Compete. The restrictions contained in Section 6(c) of this Agreement will not prevent the Employee from accepting employment with a large diversified organization with separate and distinct divisions that do not compete, directly or indirectly, with the Company, as long as prior to accepting such employment the Company receives separate written assurances from the prospective employer and from the Employee, satisfactory to the Company, to the effect that the Employee will not render any services, directly or indirectly, to any division or business unit that competes, directly or indirectly, with the Company. During the restrictive period set forth in Section 6(c), the Employee will inform any new employer, prior to accepting employment, of the existence of this Agreement and provide such employer with a copy of this Agreement.

Exceptions to Non-Compete. Notwithstanding the foregoing, the terms of this Section 8.17.3, shall not preclude any Person from: (i) owning (of record or beneficially) Equity Interests in the Company pursuant to and in accordance with the terms of the A&R LLC Agreement (and exercising their respective rights, including with respect to governance, thereunder); (ii) performing their respective obligations pursuant to this Agreement or the Ancillary Documents (subject to the terms and conditions set forth herein and therein); (iii) indirectly selling any parts, products or services through a non-Affiliated distributor or dealer; provided, that the exception in this clause (iii) only applies to the extent the Navistar Group or the Subject Companies, as applicable, did not direct or knowingly encourage such sales; provided, further, that once such sales become known to the Navistar Group or the Subject Companies, respectively, (x) such Person shall promptly notify the other of the existence of such sales, the parts or services in question, the distributor(s) or dealer(s) in question, the customer(s) in question, the amount of revenue generated by such Person or its Affiliates in respect of such sales (when known) and the amount of profits generated by such Person or its Affiliates in respect of such sales (when known), and (y) such Person shall, and shall cause its Affiliates to, use commercially reasonable efforts to cause such distributor or dealer to cease sales that but for this clause (iii) would have been in breach of this Section 8.17.3 as promptly as practicable (it being understood and agreed that for purposes of this clause (y) “commercially reasonable efforts” shall not require such Person to commence formal legal proceedings against such distributor(s) or dealer(s)); provided, further, however, that at the request of the Company (in the case of sales by a distributor of the Navistar Group) or Navistar (in the case of sales by a distributor of the Subject Companies), any profits generated (to the extent the applicable consideration has been actually received by the Navistar Group or the Subject Companies, as applicable) as a result of such sales shall be promptly remitted to the other Party; (iv) owning (directly or indirectly), solely as a passive investment, securities of any Defense Competitor or Commercial Competitor which are publicly traded on a national securities exchange, but only if (1) such Person does not control, and is not a member of a group which controls, such ...