Non-Compete/Non-Solicit Sample Clauses

Non-Compete/Non-Solicit. (a) Equityholder hereby agrees that from the Effective Date and until eighteen months following the Effective Date (the “Restricted Period”), Equityholder shall not, directly or indirectly, anywhere in the Restricted Area (as defined below): (i) engage or participate in a Restricted Activity (as defined below), either directly or indirectly (including indirectly though one or more of his Affiliates), alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor, employer, owner, operator, manager, advisor, stockholder, officer, or any other similar capacity, or holder of an equity interest of, any Person or business; (ii) solicit for employment or hire or employ any individual who is, employed by any of the Retained Companies or any of their Affiliates; provided, however, that the foregoing shall not restrict any general solicitations of employment, whether through public advertisements, search firms or otherwise, that are not specifically directed at such employees and hiring persons (other than persons at a managerial level or higher) as a result of such general solicitations and Equityholder shall not be prohibited from soliciting, hiring, employing or otherwise engaging any such individual whose employment with any of the Retained Companies or any of their Affiliates has been terminated or hiring, employing or otherwise engaging any individual who approaches the Equityholder for employment without any solicitation by the Equityholder; or (iii) cause, solicit, or knowingly encourage any material client, customer, vendor, supplier, or licensor of any of the Retained Companies or any of their Affiliates as of the Effective Date or any other Person who had a material business relationship with the Retained Companies as of the Effective Date, to cease doing business with the Retained Companies or any of their Affiliates. (b) For purposes of this clause, “Restricted Activity” is a business engaged in gathering, processing, treating, transporting and storing hydrocarbons or the products therefrom in connection with the provision of services in the midstream natural gas industry. (i) For purposes of this clause, “Restricted Area” means the West Texas, South Texas, West Oklahoma and South Oklahoma geographic area, which includes the Anadarko, Arkoma and Permian Basins and the Eagle Ford Shale play in South Texas.

Non-Compete/Non-Solicit. (a) For a period of two years from the Closing Date, except as permitted by this Section 5.16, neither Seller nor any of its Subsidiaries shall engage in the business of providing proprietary drug delivery technologies, sterile manufacturing and packaging services to third parties as conducted by the Business as of the Closing Date (the “Covered Business”); provided that the Covered Business shall not include (i) the activities or business conducted by Seller’s Martindale and Beckloff Businesses as of the Closing Date; (ii) ownership, development and manufacturing of, and packaging and repackaging services for, pharmaceutical products primarily for Seller or any of its Affiliates (other than the Transferred Entities) or any of its businesses, or (iii) any activity or service in connection with the sale of final finished pharmaceutical products (provided that the primary purpose of such activity or service is not to obtain revenue for such activity or service). This Section 5.16 shall cease to be applicable to any Person at such time as it is no longer a Subsidiary of Seller. (b) Notwithstanding the provisions of Section 5.16(a) and without implicitly agreeing that the following activities would be subject to the provisions of Section 5.16(a), nothing in this Agreement shall preclude, prohibit or restrict Seller or any of its Subsidiaries from (i) acquiring, owning or holding up to 10% of the outstanding securities of any entity whose securities are listed and traded on a national securities exchange or market or any securities required to be registered under the Exchange Act; or (ii) engaging in any manner in any business activity that would otherwise violate this Section 5.16 that is acquired from any Person (an “Acquired Business”) or is carried on by any Person that is acquired by or combined with Seller or a Subsidiary of Seller after the date of this Agreement and prior to the second anniversary of the Closing Date (an “Acquired Company”); provided that, if the aggregate consolidated revenues of the Acquired Business or the Acquired Company for the fiscal year ending prior to the completion of such purchase or acquisition is in excess of 25% of the aggregate consolidated revenues of the Transferred Entities for the fiscal year ending prior to the Closing Date (the “Divestiture Threshold”), then, as soon as promptly practicable, Seller or such Subsidiary shall dispose or agree to dispose of all or a portion of the Acquired Business or the Acquired Comp...

Non-Compete/Non-Solicit. (a) The Company hereby agrees to pay Executive the amounts described under this Agreement as being expressly conditioned on Executive's undertakings under this paragraph as well as under paragraph 15 above. In exchange for the consideration provided in the preceding sentence, Executive agrees that during the term of Executive's employment with the Company and for a period of two years after Executive's termination of employment for any reason, Executive will not, except with the prior written consent of the CEO, directly or indirectly, engage in Competition. For purposes of this Agreement, Competition means that Executive commences employment with, or provides substantial consulting services to, any pharmaceutical company (except companies where sales from pharmaceutical products constitute less than 20% of total sales). Notwithstanding anything to the contrary herein, Executive's service solely as a member of the board of directors of a company whose annual sales are less than $100 million shall not be deemed to be Competition for purposes of this Agreement. For purposes of the preceding sentence, if a company is a subsidiary of another company, the sales of both companies shall be taken into account. Notwithstanding anything to the contrary herein, the restrictions imposed on Executive under this paragraph 16(a) shall cease to apply for all purposes upon Executive's termination of employment pursuant to paragraphs 12(c) or 12(d) during a CIC Period. (b) The foregoing restrictions will not be construed to prohibit Executive's ownership of less than five percent of any class of securities of any corporation which is engaged in any business having a class of securities registered pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take any part in its business, other than exercising Executive's rights as a shareholder, or seek to do any of the foregoing. (c) Executive further covenants and agrees that during Executive's employment by the Company and for the period of two years thereafter, Executive will not, except with the prior written consent of the CEO, directly or indirectly, solicit, or encourage the solicitation or hiring of, any person who was an employee...

Non-Compete/Non-Solicit. (a) The parties hereto recognize that the Employee's services are special and unique and that the level of compensation and the provisions herein are partly in consideration of and conditioned upon the Employee's not competing with the Company, and that the Employee's covenant not to compete or solicit as set forth in this Section 7 during and after employment is essential to protect the business and good will of the Company. (b) The Employee agrees that during the term of employment with the Company and for a period of eighteen (18) months following the Termination Date (the "Covenant Period"), the Employee shall not render services for any organization or engage directly or indirectly in any business that, in the opinion of the Company, competes with or is in conflict with the interests of the Company. (c) During the Covenant Period, the Employee shall not, directly or indirectly, induce or attempt to influence any employee of the Company to leave its employ. (d) During the Covenant Period, the Employee shall not, without prior written authorization from the Company, disclose to anyone outside the Company, or use in other than the Company's business, any confidential information and material relating to the business of the Company. (e) The Employee agrees that the Company would suffer an irreparable injury if the Employee were to breach the covenants contained in Sections 7(b), (c) or (d) and that the Company would by reason of such breach or threatened breach be entitled to injunctive relief in a court of appropriate jurisdiction and the Employee hereby stipulates to the entering of such injunctive relief prohibiting the Employee from engaging in such breach. (f) If any of the restrictions contained in this Section 7 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope or other provisions thereof, then the parties hereto contemplate that the court shall reduce such extent, duration, geographical scope or other provision hereof and enforce this Section 7 in its reduced form for all purposes in the manner contemplated hereby.

Non-Compete/Non-Solicit. (a) The parties hereto recognize that the Executive’s services are special and unique and that his level of compensation and the provisions herein for compensation upon Involuntary Termination are partly in consideration of and conditioned upon the Executive’s not competing with the Company, and that the covenant on his part not to compete and not to solicit as set forth in this Section 10 is essential to protect the business and goodwill of the Company. (b) The Executive agrees that prior to the Termination Date, the Executive will not either directly or indirectly, whether as a director, officer, consultant, employee or advisor or in any other capacity (1) render any planning, marketing or other services respecting the creation, design, manufacture or sale of semiconductor manufacturing equipment and/or software to any business, agency, partnership or entity (“Restricted Business”) other than the Company, or (2) make or hold any investment in any Restricted Business in the United States other than the Company, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 2% of the listed or traded stock of any publicly held corporation. For purposes of this Section 10, the term “Company” shall mean and include the Company, any subsidiary or affiliate of the Company, any Successor Company and any other corporation or entity of which the Executive may serve as a director, officer or employee at the request of the Company or any Successor Company. (c) Prior to the Termination Date, and for the period extending six (6) months thereafter, the Executive will not directly induce or attempt to influence any employee of the Company to leave its employ and join any Restricted Business in or within 50 miles of Fremont, California. (d) The Executive agrees that the Company would suffer an irreparable injury if he were to breach the covenants contained in subparagraphs (b) or (c) and that the Company would by reason of such breach or threatened breach be entitled to injunctive relief in a court of appropriate jurisdiction, and the Executive hereby stipulates to the entering of such injunctive relief prohibiting him from engaging in such breach. (e) If any of the restrictions contained in this Section 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope or other provisions thereof, then the parties hereto contemplate that the c...

Non-Compete/Non-Solicit. (a) Subject to clause (b) below, for a period from the Closing Date until the fifth anniversary of the Closing Date (the “Noncompete Period”), GP and its Affiliates (which, for all purposes of this Section 7.16, shall not include Newco and its Subsidiaries) shall not engage in the resale of purchased products (“Distribution”) for any of the following products or product lines: (i) printing, repographics, or writing paper, or business forms (“Paper Products”), (ii) paper tissue, toilet paper, paper towels, and paper napkins (in each case excluding dispensers of such products), plates, utensils and cups for the commercial or away-from-home markets (“Tissue Products”), (iii) corrugated boxes and other packaging containers (“Boxes Products”), (iv) packing “peanuts” and other filler media, shrink wrap, stretch wrap, pallet covering materials, tape, or other packaging materials, and related packaging equipment and systems (“Packaging Products”) provided however Packaging Products shall not include Boxes Products and Packaging Products provided to customers as part of arrangements with customers that has as its primary purpose sale of Boxes Products, or (v) cleaning and sanitation facilities supplies (other than Tissue Products), other than the hand soap and air freshener products currently Distributed by GP (“Facilities Supplies Products” and, collectively with the foregoing, the “Products”), in each case other than: (i) goods purchased by GP or its Affiliates that are converted (which shall include physical conversion, assembly or manufacturing, but not mere packaging or labeling) by GP or its Affiliates into other goods (i.e., finished products) for resale, other than envelopes, packing “peanuts” or any other products currently converted by the Company and its Subsidiaries; (ii) goods purchased by GP or its Affiliates and resold under any trademark or trade name owned by GP or its Affiliates, or licensed to GP or its Affiliates for Products manufactured by GP or its Affiliates, including without limitation sale of any Paper Products bearing the Xerox name (other than as set forth in paragraph (b) below); (iii) goods acquired by GP or its Affiliates through reciprocal swap arrangements and resold after conversion or manufacturing or assembly consistent with subclause (i) or resold pursuant to subclause (ii); (iv) goods acquired by GP or its Affiliates as a substitute for goods which GP is temporarily unable to manufacture for itself because of a shortage in sup...

Non-Compete/Non-Solicit. To the Company’s knowledge, none of the Sponsor, officers, directors or director nominees of the Company is subject to a non-competition agreement or non- solicitation agreement with any employer or prior employer that could materially affect its, his or her ability to be and act in the capacity of shareholder, officer or director of the Company, as applicable.

Non-Compete/Non-Solicit. Executive agrees that during the Employment Period and for the one (1)-year period following the Employment Period, Executive shall not, and shall use his best efforts to ensure that any agents, representatives and any other persons acting on his behalf (Executive and such agents, representatives, and other persons collectively hereinafter referred to as the “Restricted Persons”) do not, directly or indirectly, for the benefit of the Executive, any other Restricted Persons or their affiliates (the activities being so restricted hereinafter being referred to as the “Restricted Activities”): (a) Own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be connected with as a director, officer, executive or administrative employee, partner, lender, consultant or otherwise with any business or division or line of business or organization in the United States which engages in a business substantially similar to or directly or indirectly competitive with the Business of the Company or any of its subsidiaries and affiliates. Nothing herein shall prohibit Executive and all other Restricted Persons collectively from being passive owners of an aggregate of not more than five (5%) percent of the outstanding stock of any class of securities of a corporation which is publicly traded and substantially similar to or competitive with the Business of the Company or any of its subsidiaries and affiliates, so long as he has no active participation (including, without limitation, as a consultant or advisor) in the business of such corporation or other entity; (b) Induce or attempt to persuade any current or then current customer or vendor of the Company, or any of its subsidiaries or affiliates to terminate such relationship with the Company, or any of its subsidiaries or affiliates; and (c) Induce or attempt to persuade any Business Personnel to terminate or to refuse to enter into any employment, agency or other business relationship with the Company, or any of its subsidiaries or affiliates. Executive acknowledges and agrees that the violation of this non competition/non solicitation covenant could cause substantial injury and loss of profits to the Company. The Parties hereby acknowledge and agree that this Section 8 will not apply in the case where Executive’s employment with the Company is terminated without Cause or for Good Reason.

Non-Compete/Non-Solicit. It is understood and agreed that you will have substantial relationships with specific businesses and personnel, prospective and existing, vendors, contractors, customers, and employees of the Company that result in the creation of customer goodwill. It is also understood and agreed that the business of the Company is national in scope and that your duties could be conducted remotely. Therefore, while employed by the Company and continuing for a period of eighteen (18) months following the termination of your employment for any reason (the “Restricted Period”), unless the Board of Directors approves an exception, you shall not, directly or indirectly, for yourself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise: (a) Call upon, solicit, write, direct, divert, influence, accept business (either directly or indirectly) with respect to any account or customer or prospective customer of the Company or any corporation controlling, controlled by, under common control with, or otherwise related to the Company or its affiliates, in each case, for any purpose that is inconsistent with this non-compete provision; (b) Accept employment from or become an independent contractor for any Competitor (as defined below) of the Company pursuant to which you would have the same or substantially similar duties, in whole or in part, to the duties that you perform for the Company; provided, however, that the restrictions in this clause (b) shall be effective and binding only to the extent permissible under any applicable professional rules of conduct and/or ethics, including, but not limited to, Rule 4-5.6 of the Florida Rules of Professional Conduct; or (c) Hire away any independent contractors or personnel of ▇▇▇▇▇▇ and/or entice any such persons to leave the employ of the Company without the prior written consent of the Company; provided, however, that the restriction contained in this clause (c) shall extend through the one (1) year anniversary of the expiration of the Restricted Period. For purposes of this Agreement, “Competitor shall mean any business or division or unit of any business which provides, in whole or in part, in the United States of America, servicing for and/or the origination of mortgages and/or reverse mortgages.