Common use of No Competition Clause in Contracts

No Competition. In consideration of the benefits to be received by Stockholder in connection with the Merger, Stockholder agrees, solely with respect to himself or herself, for a period ending on the later to occur of (i) the second (2nd) anniversary of the date of closing of the Merger (the "Closing Date") and (ii) the first anniversary of the date of termination of Stockholder's employment with the Surviving Corporation, Parent or any Subsidiary of Parent (the "Restricted Period"), Stockholder will not, directly or indirectly, alone or in association with others, either as a principal, joint venturer or member, officer, employee, lender, consultant, manager or otherwise: (i) contact or solicit, or direct any person, firm, corporation, association or other entity to contact or solicit, any Customers (as defined below) for the purpose of providing or attempting to provide any services and/or products that are directly competitive with the services or products described by the Restricted Activity (as defined below) and provided by Parent or the Surviving Corporation and its Subsidiaries to either (1) its Customers during the Restricted Period or to (2) its Customers during the twelve (12) months preceding the date of closing of the Merger (the "Closing Date"); (ii) solicit, on Stockholder's own behalf or on behalf of any other Person, the services of any Person who is an employee of Parent or the Surviving Corporation and its Subsidiaries (each an "Employee"), nor solicit any Employee to terminate employment with Parent or the Surviving Corporation and its Subsidiaries provided, however, that the foregoing limitations of this sub-clause only apply to Employees who are employees of Parent or the Surviving Corporation and its Subsidiaries at any time during either (1) the Restricted Period or (2) during the six (6) months preceding the Closing Date; provided, further, that nothing herein shall prohibit Stockholder from soliciting, hiring, accepting employment from, or working with any Employee (i) whose employment was terminated by the Company in accordance with its restructuring plan or (ii) who terminated his or her employment with the Company independent of any solicitation by Stockholder in a business which is not a Restricted Activity; (iii) take an action that is designed or intended or may be reasonably expected to have the effect of discouraging any Customer, supplier or other party to any business relationship of Parent or the Surviving Corporation and its Subsidiaries from initiating a relationship or maintaining its business relationship with Parent or the Surviving Corporation and its Subsidiaries; or (iv) Participate (as defined below) in, or allow such Stockholder's name to be used by, any Restricted Activity. These covenants shall be deemed separate covenants for each and every county, state, country and every other governmental entity covered by the non-compete obligation and in the event the covenant for one or more of such jurisdiction is determined to be unenforceable, the remaining covenants shall continue to be effective.

No Competition. In consideration (a) During the Term, and unless his employment terminates pursuant to Section 14 or by action of the benefits Company or Flying Colors other than pursuant to be received by Stockholder in connection with the Merger, Stockholder agrees, solely with respect to himself or herselfSection 13, for a further period ending on the later to occur of (i) the second (2nd) anniversary of the date of closing of the Merger (the "Closing Date") and (ii) the first anniversary of the date of termination of Stockholder's employment with the Surviving Corporationthree years thereafter, Parent or any Subsidiary of Parent (the "Restricted Period"), Stockholder will Executive shall not, directly or indirectly, alone or in association with others, either as a principal, joint venturer or member, officer, employee, lender, consultant, manager or otherwise: (i) contact own, control, manage, operate, participate or solicitinvest in, or direct otherwise be connected with, in any person, firm, corporation, association or other entity to contact or solicitmanner, any Customers (as defined below) for the purpose of providing business activity, venture or attempting to provide any services and/or products that are directly competitive with the services or products described by enterprise which is engaged in the Restricted Activity Business or any other business in which the Company (as defined belowor any subsidiary thereof) and provided by Parent or is engaged at the Surviving Corporation and its Subsidiaries to either (1) its Customers during time of termination of Executive's employment hereunder; provided, however, that Executive may invest his funds in securities of an issuer engaged in the Restricted Period Business or to any other business in which the Company (2or any subsidiary thereof) its Customers during is engaged if the twelve (12) months preceding the date securities of closing such issuer are listed for trading on a registered securities exchange or actively traded in an over-the-counter market and Executive's holdings therein represent less than 1% of the Merger (total number of shares or principal amount of the "Closing Date");securities of such issuer outstanding; or (ii) solicit, on Stockholder's own behalf for himself or on behalf of any other Personperson, the services of employ or engage any Person (other than a Shareholder) who is at the time shall have been within the preceding 12-month period an employee of Parent the Company (or any subsidiary thereof) or contact any supplier, customer or employee of the Company (or such subsidiary) for the purpose of soliciting or diverting any supplier, customer or employee from the Company (or such subsidiary); provided that no provision of this Section 11(a) is intended or shall be deemed to preclude Executive or the Surviving Corporation and its Subsidiaries (each an "Employee"), nor solicit Divestee from engaging any Employee to terminate employment with Parent sales representative or the Surviving Corporation and its Subsidiaries provided, however, that the foregoing limitations of this sub-clause only apply to Employees who are employees of Parent conducting business or the Surviving Corporation and its Subsidiaries at any time during either (1) the Restricted Period or (2) during the six (6) months preceding the Closing Date; provided, further, that nothing herein shall prohibit Stockholder from soliciting, hiring, accepting employment from, or working dealing with any Employee vendor, supplier or customer in the ordinary course of the Divested Business. (b) The provisions of Section 11(a) notwithstanding, Executive may: (i) whose employment was terminated retain (but not increase, except pursuant to an agreement in effect on the date hereof or by operation of law) his interest in the Company in accordance with its restructuring plan or Divestee; and (ii) who terminated his or her employment with until December 31, 2000, serve as a director of, and perform consulting services for, the Company independent of any solicitation by Stockholder in a business which is not a Restricted Activity;Divestee. (iiic) take an action Executive acknowledges that is designed or intended or may be reasonably expected to have the effect provisions of discouraging any Customerthis Section, supplier or other party to any business relationship and the period of Parent or time, geographic area and scope and type of restrictions on his activities set forth herein, are reasonable and necessary for the Surviving Corporation and its Subsidiaries from initiating a relationship or maintaining its business relationship with Parent or protection of the Surviving Corporation and its Subsidiaries; or (iv) Participate (as defined below) in, or allow such Stockholder's name to be used by, any Restricted Activity. These covenants shall be deemed separate covenants for each and every county, state, country and every other governmental entity covered by the non-compete obligation and in the event the covenant for one or more of such jurisdiction is determined to be unenforceable, the remaining covenants shall continue to be effectiveCompany.

No Competition. In consideration of the benefits to be received by Stockholder in connection with the Merger, Stockholder agrees, solely with respect to himself or herselfhimself, for a period (the "Restricted Period") ending on the later to occur of (i) the second (2nd) anniversary of the date of closing of the Merger (the "Closing Date") and (ii) the first anniversary of the date of termination of Stockholder's employment with the Surviving Corporation, Parent or any Subsidiary of Parent (the "Restricted Period"), Stockholder will not, directly or indirectly, alone or in association with others, either as a principal, joint venturer or member, officer, employee, lender, consultant, manager or otherwise: (i) contact or solicit, or direct any person, firm, corporation, association or other entity Person to contact or solicit, any Customers (as defined below) for the purpose of providing or attempting to provide any services and/or products that are directly competitive with the services or products described by the Restricted Activity (as defined below) and provided by Parent or the Surviving Corporation and its Subsidiaries to either (1) its Customers during the Restricted Period or to (2) its Customers during the twelve (12) months preceding the date of closing of the Merger (the "Closing Date"); (ii) solicit, on Stockholder's own behalf or on behalf of any other Person, the services of any Person person who is an employee of Parent Parent, or the Surviving Corporation and or its Subsidiaries (each an "Employee"), nor solicit any Employee to terminate employment with Parent or Parent, the Surviving Corporation and or its Subsidiaries provided, however, that the foregoing limitations of this sub-clause only apply to Employees who are employees of Parent or Parent, the Surviving Corporation and or its Subsidiaries at any time during either (1) the Restricted Period or (2) during the six (6) months preceding the Closing Date; provided, further, that nothing herein shall prohibit Stockholder from soliciting, hiring, accepting employment from, or working with any Employee (i) whose employment was terminated by the Company in accordance with its restructuring plan or (ii) who terminated his or her employment with the Company independent of any solicitation by Stockholder in a business which is not a Restricted ActivityStockholder; (iii) take an action that is designed or intended or may be reasonably expected to have the effect of discouraging any Customer, supplier or other party to any business relationship of Parent or Parent, the Surviving Corporation and its Subsidiaries from initiating a relationship or maintaining its business relationship with Parent or Parent, the Surviving Corporation and its Subsidiaries; or (iv) Participate (as defined below) in, or allow such Stockholder's name to be used by, any Restricted Activity. These covenants shall be deemed separate covenants for each and every county, state, country and every other governmental entity covered by the non-compete obligation and in the event the covenant for one or more of such jurisdiction is determined to be unenforceable, the remaining covenants shall continue to be effective.

No Competition. In consideration of the benefits to be received by Stockholder in connection with the Merger, Stockholder agrees, solely with respect to himself or herselfitself, for a period (the "Restricted Period") ending on the later to occur of (i) the second (2nd) anniversary of the date of closing of the Merger (the "Closing Date") and (ii) the first anniversary of the date of termination of Stockholder's employment with the Surviving Corporation, Parent or any Subsidiary of Parent (the "Restricted Period"), Stockholder will not, directly or indirectly, alone or in association with others, either as a principal, agent, director, indirect owner, stockholder, partner, joint venturer or member, officerlender, employee, lenderinvestor, consultant, manager or otherwise: (i) contact or solicit, or direct any person, firm, corporation, association or other entity Person to contact or solicit, any Customers (as defined below) for the purpose of providing or attempting to provide any services and/or products that are directly competitive with the services or products described by included in the Restricted Activity (as defined below) Company Business and provided by Parent or the Surviving Corporation and its Subsidiaries to either (1) its Customers during the Restricted Period or to (2) its Customers during the twelve (12) months preceding the date of closing of the Merger (the "the Closing Date"); (ii) solicit, on Stockholder's own behalf or on behalf of any other Person, the services of any Person person who is an employee of Parent Parent, or the Surviving Corporation and or its Subsidiaries (each an "Employee"), nor solicit any Employee to terminate employment with Parent or Parent, the Surviving Corporation and or its Subsidiaries provided, however, that the foregoing limitations of this sub-clause only apply to Employees who are employees of Parent or Parent, the Surviving Corporation and or its Subsidiaries at any time during either (1) the Restricted Period or (2) during the six (6) months preceding the Closing Date; provided, further, that nothing herein shall prohibit Stockholder from soliciting, hiring, accepting employment from, or working with any employing an Employee (i) whose employment was terminated by the Company in accordance with its restructuring plan or (ii) who terminated his or her employment with the Company independent of any solicitation by Stockholder in a business which is not a Restricted ActivityStockholder; (iii) take an action that is designed or intended or may be reasonably expected to have the effect of discouraging any Customer, supplier or other party to any business relationship of Parent or Parent, the Surviving Corporation and its Subsidiaries from initiating a relationship or maintaining its business relationship with Parent or Parent, the Surviving Corporation and its Subsidiaries; or (iv) Participate (as defined below) in, or allow such Stockholder's name to be used by, any Restricted Activity. These covenants shall be deemed separate covenants for each and every county, state, country and every other governmental entity covered by the non-compete obligation and in the event the covenant for one or more of such jurisdiction is determined to be unenforceable, the remaining covenants shall continue to be effective.

No Competition. In consideration of the benefits to be received by Stockholder in connection with the Merger, Stockholder agrees, solely with respect to himself or herself(a) The Sellers covenant and agree that, for a period ending on of two (2) years following the later to occur of (i) the second (2nd) anniversary of the date of closing of the Merger Closing Date (the "Closing Date") and (ii) the first anniversary of the date of termination of Stockholder's employment with the Surviving Corporation, Parent or any Subsidiary of Parent (the "Restricted Prohibited Period"), Stockholder the Sellers and their Affiliates will not, not directly or indirectly, alone or in association with others, either as a principal, joint venturer or member, officer, employee, lender, consultant, manager or otherwise: (i) contact solicit any customer of the Company or solicitany Subsidiary to terminate his, her or direct any person, firm, corporation, association or other entity to contact or solicit, any Customers (as defined below) for the purpose of providing or attempting to provide any services and/or products that are directly competitive its agency relationship with the services or products described by the Restricted Activity (as defined below) and provided by Parent or the Surviving Corporation and its Subsidiaries to either (1) its Customers during the Restricted Period or to (2) its Customers during the twelve (12) months preceding the date of closing of the Merger (the "Closing Date"); (ii) solicit, on Stockholder's own behalf or on behalf of any other Person, the services of any Person who is an employee of Parent or the Surviving Corporation and its Subsidiaries (each an "Employee"), nor solicit any Employee to terminate employment with Parent or the Surviving Corporation and its Subsidiaries provided, however, that the foregoing limitations of this sub-clause only apply to Employees who are employees of Parent or the Surviving Corporation and its Subsidiaries at any time during either (1) the Restricted Period or (2) during the six (6) months preceding the Closing Date; provided, further, that nothing herein shall prohibit Stockholder from soliciting, hiring, accepting employment from, or working with any Employee (i) whose employment was terminated by the Company in accordance with its restructuring plan or (ii) who terminated solicit any employee of the Company or any Subsidiary to leave his or her employment with the Company independent or such Subsidiary, except that Sellers shall not be precluded from soliciting any such employee who (x) responds to any public advertisement placed by Sellers, (y) was terminated by the Company or (z) has resigned from employment with the Company or any Subsidiary, provided that such employee has not been contacted by or engaged in any discussions with a Seller or any Affiliate of any solicitation by Stockholder in a business which is not a Restricted Activity;Seller regarding employment prior to or within three months after such employee's notifying his or her employer of his or her intent to resign. (iiib) take an action The Buyer covenants and agrees that is designed or intended or may be reasonably expected to have during the effect of discouraging any CustomerProhibited Period, supplier or other party to any business relationship of Parent or the Surviving Corporation Buyer and its Subsidiaries from initiating a relationship or maintaining its business relationship with Parent or Affiliates (including the Surviving Corporation Company and its Subsidiaries; or) will not directly or indirectly solicit any employee of any Seller or any Affiliate of a Seller other than the Management Shareholders and any employee of the Company and its subsidiaries to leave his or her employment with a Seller or such Affiliate, except that Buyer shall not be precluded from soliciting any such employee who (x) responds to any public advertisement placed by Buyer, (y) was terminated by any Seller or any Affiliate of a Seller or (z) has resigned from employment with the Company or any Subsidiary, provided that such employee has not been contacted by or engaged in any discussions with the Buyer, the Company or any Subsidiary regarding employment prior to or within three months after such employee's notifying his or her employer of his or her intent to resign. (ivc) Participate (as defined below) inThe Sellers covenant and agree that neither they nor their Affiliates will, at any time during the Prohibited Period, disclose, directly or indirectly, or allow make available to any person any confidential information or trade secrets relating to the Company or any Subsidiary, or any information concerning the Buyer's, the Company's or any Subsidiary's financial condition, prospects, customers, franchisees, licensees, suppliers, sources of leads and methods of obtaining new business, distribution methods or any other methods of doing business and operating the Company or any Subsidiary, except to the extent that such Stockholder's name information is or becomes, through no action of the Sellers or any of its Affiliates, a matter of public knowledge or is required to be used bydisclosed by Law, stock exchange rule, or in any proceedings involving the Sellers for which its counsel informs the Sellers that such disclosure is required by Law (in which case prior to such disclosure the disclosing party shall as promptly as practicable provide prior written notice of such required disclosure to the Buyer in order to afford the Buyer the opportunity to seek an appropriate protective order preventing such disclosure). (d) The Buyer covenants and agrees that neither it nor its Affiliates (including the Company and its Subsidiaries) will, at any time during the Prohibited Period, disclose, directly or indirectly, or make available to any person, any Restricted Activity. These covenants confidential information or trade secrets relating to the Sellers or any of their Affiliates, or any information concerning the Sellers' or any of their Affiliate's financial condition, prospects, customers, franchisees, licensees, suppliers, sources of leads and methods of obtaining new business, distribution methods or any other methods of doing business and operating the Sellers or any of their Affiliates, except to the extent that such information is or becomes, through no action of the Buyer, the Company or any of its Subsidiaries, a matter of public knowledge or is required to be disclosed by Law, stock exchange rule, or in any proceedings involving the Buyer for which its counsel informs the Buyer that such disclosure is required by Law (in which case prior to such disclosure the disclosing party shall be deemed separate covenants for each as promptly as practicable provide prior written notice of such required disclosure to the Sellers in order to afford the Sellers the opportunity to seek an appropriate protective order preventing such disclosure). (e) The parties acknowledge and every countyagree that a breach of any of the provisions of this Section 6.1 will cause irreparable harm and damage and that, statein the event of such breach, country and every other governmental entity covered by the non-compete obligation breaching party shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief to prevent the violation of the obligations of the breaching party hereunder without the necessity of proving such irreparable harm or damage or the inadequacy of remedies at law and without the necessity of posting any bond. (f) The parties acknowledge and agree that each provision of this Section 6.1 shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the event enforceability of any of the covenant for other clauses herein. Furthermore, if one or more of such jurisdiction is determined the provisions contained in this Section 6.1 shall for any reason be held to be unenforceableexcessively broad as to geographical scope, the remaining covenants shall continue duration, activity or otherwise so as to be effectiveunenforceable at law, such provision or provisions shall be construed by the appropriate judicial body by limiting and reducing it or them, as the case may be, so as to be enforceable to the maximum extent compatible with the applicable law as it shall then appear.

No Competition. In consideration Without limiting the generality of the benefits to be received by Stockholder in connection with the Merger, Stockholder agrees, solely with respect to himself or herself, for a period ending on the later to occur provisions of (i) the second (2nd) anniversary of the date of closing of the Merger (the "Closing Date"Section 2(b) and (ii) so long as the first anniversary Company fulfills its obligations under this Agreement including, without limitation, its obligations under Section 5, during the period of the date of termination of StockholderExecutive's employment with the Surviving CorporationCompany, Parent or any Subsidiary of Parent and for 12 months thereafter (the "Restricted Period"), Stockholder will Executive shall not, directly or indirectly, alone own, manage, operate, join, control, participate in, invest in or otherwise be connected or associated with, in association with othersany manner, either including as a principalan officer, director, employee, partner, stockholder, joint venturer or member, officer, employeeventurer, lender, consultant, manager advisor, agent, proprietor, trustee or otherwise: (i) contact or solicit, or direct any person, firm, corporation, association or other entity to contact or solicitinvestor, any Customers (as defined below) for Competing Business located in the purpose of providing United States or attempting to provide any services and/or products that are directly competitive with the services or products described by the Restricted Activity (as defined below) and provided by Parent or the Surviving Corporation and its Subsidiaries to either (1) its Customers during the Restricted Period or to (2) its Customers during the twelve (12) months preceding the date of closing of the Merger (the "Closing Date"); (ii) solicit, on Stockholder's own behalf or on behalf of in any other Person, location where the services of any Person who is an employee of Parent Company operates or the Surviving Corporation and sells its Subsidiaries (each an "Employee"), nor solicit any Employee to terminate employment with Parent products or the Surviving Corporation and its Subsidiaries services; provided, however, that part-time consulting services rendered by Executive to a Competing Business (defined below) during the foregoing limitations Restricted Period shall not be deemed a violation of this subSection 4(a) if pre-clause only apply approved by the Board of Directors of the Company (which approval shall not be unreasonably withheld) and rendered in accordance with such approval (“Approved Consulting Services”). (i) As used in this Agreement, the term "Competing Business" shall mean any business or venture which engages in any business area, or sells or provides products or services that compete with any business area, in which the Company engages or is actively developing products or technology to Employees who are employees of Parent or the Surviving Corporation and its Subsidiaries engage in at any time during either (1) the Restricted Period Agreement Term, or (2) during any business or venture which sells or provides products or services that compete or overlap with the six (6) months preceding the Closing Date; products or services as sold or provided, furtheror are being actively developed to be sold or provided, that nothing herein shall prohibit Stockholder from soliciting, hiring, accepting employment from, or working with any Employee (i) whose employment was terminated by the Company at any time during the Agreement Term. For the avoidance of doubt, and without limiting the foregoing, “Competing Business” includes any business or venture that offers for sale products or services to reduce or prevent formation of adhesions in accordance with its restructuring plan or patients following surgical procedures. (ii) who terminated his For purposes of Section 4(a), the term "invest" shall not preclude an investment in not more than one percent (1%) of the outstanding capital stock of a corporation whose capital stock is listed on a national securities exchange, so long as Executive does not have the power to control or her employment with direct the Company independent of any solicitation by Stockholder in a business which management of, or is not a Restricted Activity; (iii) take an action that is designed or intended or may be reasonably expected to have the effect of discouraging any Customerotherwise associated with, supplier or other party to any business relationship of Parent or the Surviving Corporation and its Subsidiaries from initiating a relationship or maintaining its business relationship with Parent or the Surviving Corporation and its Subsidiaries; or (iv) Participate (as defined below) in, or allow such Stockholder's name to be used by, any Restricted Activity. These covenants shall be deemed separate covenants for each and every county, state, country and every other governmental entity covered by the non-compete obligation and in the event the covenant for one or more of such jurisdiction is determined to be unenforceable, the remaining covenants shall continue to be effectivecorporation.