Exceptions to the non-compete Sample Clauses

The "Exceptions to the non-compete" clause defines specific circumstances or activities that are not restricted by a non-compete agreement. This clause typically lists certain businesses, roles, or geographic areas where the non-compete does not apply, or allows the individual to engage in activities that would otherwise be prohibited, such as working for a related but non-competing entity or pursuing personal investments. Its core practical function is to provide flexibility and fairness by clarifying boundaries, ensuring that the non-compete does not unreasonably limit the individual's future employment or business opportunities.
Exceptions to the non-compete. 13.2.1 The restrictions in Clause 13.1 shall not apply to: (i) any Delayed Business in the period between Closing and the relevant Delayed Closing Date; (ii) the Specified Excluded Businesses; (iii) the Influenza Business; (iv) any activities of any nature undertaken or developed by the Seller’s Group (other than the Vaccines Group) in relation to oncology; (v) any activities of any nature (or any assets related thereto) contributed by the Seller’s Group pursuant to the Consumer Contribution Agreement; (vi) any supply agreements between the Seller’s Group (other than the Vaccines Group) and the Business, the Influenza Business or ▇▇▇ Constellation Limited (or its Affiliates); (vii) any person at such time as it is no longer a member of the Seller’s Group, and any person that purchases assets, operations, subsidiaries or businesses from the Seller’s Group if such Person is not a member of the Seller’s Group after such transaction is consummated; (viii) any Affiliate of Seller in which a person who is not a member of the Seller’s Group holds equity interests and with respect to whom a member of the Seller’s Group has existing contractual or legal obligations limiting its discretion to impose non-competition obligations; (ix) the holding of shares in a company or other entity for investment purposes provided the Seller does not exercise, directly or indirectly, Control over that company or entity; (x) any business activity that would otherwise violate Clause 13.1 that is acquired in connection with an acquisition so long as the relevant member of the Seller’s Group divests all or substantially all of the business activity that would otherwise violate Clause 13.1 or otherwise terminates or disposes of such business activity, product line or assets of such acquired business that would otherwise violate Clause 13.1 within nine months after the consummation of the relevant acquisition, or such longer period as may reasonably be necessary to comply with Applicable Law (provided that in those circumstances the Seller shall procure that the Restricted Business is disposed of as soon as reasonably practicable); (xi) passive investments by a pension or employee benefit plan or trust for present or former employees; (xii) financial investments by the Novartis Venture Funds; (xiii) investments by the Novartis Foundation for Sustainable Development, or a similar non-profit-based organization; (xiv) performance of any obligation of the Seller’s Group under the Ancillary A...
View SourceView Similar (4)
Exceptions to the non-compete. It is hereby agreed that the following activities are expressly permitted and will not be considered as a violation by ACSP of the non-compete obligation: (i) holding of passive minority equity investment, of no more than 5% of the total share capital, in any publicly-held company engaged in Competing Activities in the Restricted Territory; (ii) passive investments in any discretionary investment funds not specifically targeted to Competing Entities or Competing Activities in the Restricted Territory; (iii) any activities with EFX or any of its Affiliates, including equity participation in EFX and any of its Affiliates; and (iv) equity participation, participation in the management and advisory services currently held/rendered by ACSP in certain entities (whether or not such entities engage or become involved in, or provide services related to, or otherwise support or facilitate the conduct of, Competing Activities in the Restricted Territory), as described in and limited to Annex 3.2; provided, however, that in no event shall ACSP support, facilitate or be involved in any Competing Activity of any such entity.
View Source
Exceptions to the non-compete. The restrictions in Clause 12.1 shall not apply to:
View Source

Related to Exceptions to the non-compete

  • Employment and Non-Competition Agreements The Employment ----------------------------------------- Agreements and Non-Competition Agreements shall be in full force and effect.

  • Prohibition on Non-Compete Restrictions Grantee shall not require any employees or Subcontractors to agree to any conditions, such as non-compete clauses or other contractual arrangements, that would limit or restrict such persons or entities from employment or contracting with the State of Texas.

  • Restriction on Competition (a) During the Term and for such period after the Term that Employee continues to be employed by the Company and/or any other entity owned by or affiliated with the Company on an "at will" basis and, thereafter, for a period equal to the longer of (x) one year, or (y) the period during which Employee is receiving any severance pay or other compensation from the Company in accordance with the terms of this Agreement, Employee shall not, directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"): (i) engage, in a competitive capacity, whether as an owner, officer, director, partner, shareholder, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any business selling any products or services which were sold by the Company on the date of the termination of Employee's employment, within 50 miles of any location where the Company both has an office and conducts business on the date of the termination of Employee's employment; (ii) call upon any person who is, at that time, a sales, supervisory, or management employee of the Company for the purpose or with the intent of enticing such employee away from or out of the employ of the Company; (iii) call upon any person who or that is, at that time, or has been, within one year prior to that time, a customer of the Company for the purpose of soliciting or selling products or services in direct competition with the Company; or (iv) on Employee's own behalf or on behalf of any competitor, call upon any person who or that, during Employee's employment by the Company was either called upon by the Company as a prospective acquisition candidate with respect to which Employee had actual knowledge or was the subject of an acquisition analysis conducted by the Company with respect to which Employee had actual knowledge. (b) The foregoing covenants shall not be deemed to prohibit Employee from acquiring as an investment not more than two percent (2%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association. (c) It is further agreed that, in the event that Employee shall cease to be employed by the Company and enters into a business or pursues other activities that, on the date of termination of Employee's employment, are not in competition with the Company, Employee shall not be chargeable with a violation of this Section 7 if the Company subsequently enters the same (or a similar) competitive business or activity or commences competitive operations within 50 miles of the Employee's new business or activities. In addition, if Employee has no actual knowledge that his actions violate the terms of this Section 7, Employee shall not be deemed to have breached the restrictive covenants contained herein if, promptly after being notified by the Company of such breach, Employee ceases the prohibited actions. (d) For purposes of this Section 7, references to "Company" shall mean Workflow Management, Inc., together with its subsidiaries and affiliates. For the purposes of this Agreement, "affiliate" shall mean any entity twenty-five percent or more of the stock of which is owned or controlled, directly or indirectly, by the Company or any subsidiary of the Company.

  • Non-Competition; Non-Solicitation; Non-Disparagement (a) The Company shall provide Employee access to Confidential Information for use only during the Employment Period, and Employee acknowledges and agrees that the Company Group will be entrusting Employee, in Employee’s unique and special capacity, with developing the goodwill of the Company Group, and as an express incentive for the Company to enter into this Agreement and employ Employee hereunder, Employee has voluntarily agreed to the covenants set forth in this Section 10. Employee agrees and acknowledges that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in scope and purpose in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial parts of this Agreement intended and necessary to prevent unfair competition and to protect the Company Group’s Confidential Information, goodwill and legitimate business interests. (b) During the Prohibited Period, Employee shall not, without the prior written approval of the Board, directly or indirectly, for Employee or on behalf of or in conjunction with any other person or entity of any nature: (i) engage in or participate within the Market Area in competition with any member of the Company Group in any aspect of the Business, including by directly or indirectly: (A) owning, managing, operating, or being an officer or director of, any business that competes with any member of the Company Group in the Market Area, or (B) joining, becoming an employee or consultant of, or otherwise being affiliated with, any person or entity engaged in, or planning to engage in, the Business in the Market Area in competition, or anticipated competition, with any member of the Company Group in any capacity (with respect to this clause (B)) in which Employee’s duties or responsibilities are the same as or similar to the duties or responsibilities that Employee had on behalf of any member of the Company Group; (ii) appropriate any Business Opportunity of, or relating to, any member of the Company Group located in the Market Area; (iii) solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or (iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group. (c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth in Section 9 and in this Section 10, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. (d) The covenants in this Section 10, and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Agreement shall thereby be reformed. (e) The following terms shall have the following meanings:

  • RESTRICTION ON OUTSIDE EMPLOYMENT Unless otherwise specified by the Employer as being in an area that could represent a conflict of interest, employees shall not be restricted in engaging in other employment outside the hours they are required to work for the Employer.