Non Competition Non Interference. In consideration of the purchase of the Shares by Purchasers, from the Closing Date until the third anniversary of the Closing Date, none of the Sellers nor any Person set forth in Section 5.12 of the Sellers Disclosure Letter shall:
Non Competition Non Interference. In consideration of the purchase of the Shares by Purchaser, each Shareholder individually agrees that from the date of this Agreement until June 30, 2003, except as set forth in Article 6A below, such Shareholder will not, whether for their own account or for the account or any other person, directly or indirectly:
Non Competition Non Interference a. For a period of two (2) years from the date of this Agreement (the "NONCOMPETITION PERIOD"), Seller agrees that he will not, and he will cause each of his Affiliates (as defined below) not to, directly or indirectly, (i) own, manage, operate, control, join, assist, lend money to, guarantee the obligation of, or participate in the ownership, management, operation or control of, or be connected as consultant, stockholder, director, officer, employee, or with, or participate in any manner with the start-up or set-up of, any Competitive Business (as defined below), or (ii) solicit or induce any individual during any period in which he or she is an employee of Purchaser or any of its Affiliates to terminate such employment or employed by any person or entity other than Purchaser or its Affiliates.
Non Competition Non Interference. Seller agrees (i) that for the two-year period commencing on the Closing Date, Seller shall not, and shall each cause its Subsidiaries not to (A) engage in or in any way, directly or indirectly, own, manage, operate, control, consult with, provide products and/or services to or participate in the ownership, management, operation or control of, provide financing to or otherwise advise or assist or be actively connected with, directly or indirectly, any enterprise or business which is of the type or character that engages in, or otherwise carries on, any business activity which in any other manner is in competition with the Brand Business, except that Seller may own, in the aggregate, 5% or less of the stock of any corporation which is listed on a national stock exchange or actively traded in the over-the-counter market; (B) solicit or attempt to solicit (other than on behalf of any Brand Company) any Person that is, or within two (2) years before the Closing Date was, a client, customer, supplier, licensee or business relation of the Brand Business, or who Seller, any Brand Company or any of their respective Subsidiaries solicited to be a client, customer, supplier or licensee of the Brand Business during such two (2)-year period, or induce or attempt to induce any such Person to cease, reduce or not commence doing business with any of the Brand Companies (or assist any other Person in engaging in any such activities); or (C) knowingly and intentionally interfere in any way with the relationship between any Brand Company and any Person that is or was a client, lender, investor, customer, supplier, licensee or other business relation of the Brand Business (or assist any other Person in engaging in any such activities); provided, however, that in no event shall Seller or any of their respective Affiliates be in violation of this Section 7.16(a) as a result of Seller or any of its respective Affiliates or Subsidiaries engaging in and operating the Gaia Business.
Non Competition Non Interference. Each of Parent and Purchaser hereby agrees that for the two (2)-year period commencing on the Closing Date, Parent and Purchaser shall not, and shall cause their respective Subsidiaries not to, within the continental United States or any other jurisdiction or marketing area in which the Gaia Business operates, (i) engage in or in any way, directly or indirectly, own, manage, operate, control, consult with, provide services to or participate in the ownership, management, operation or control of, provide financing to or otherwise advise or assist or be actively connected with, directly or indirectly, any enterprise or business which is of the type or character that engages in, or otherwise carries on, any business activity which in any other manner both (x) is in competition with the Gaia Business and (y) utilizes the “Gaiam” brand and related trademarks, except that Parent or Purchaser may own, in the aggregate, 5% or less of the stock of any corporation which is listed on a national stock exchange or actively traded in the over-the-counter market; or (ii) knowingly and intentionally interfere in any way with the relationship between the Gaia Business and any Person that is or was a client, lender, investor, customer, supplier, licensee or other business relation of the Gaia Business (or assist any other Person in engaging in any such activities); provided, however, that in no event shall Purchaser, any Brand Company or any of their respective Affiliates be in violation of this Section 7.17(b) as a result of Purchaser, any Brand Company or any of their respective Affiliates or Subsidiaries engaging in and operating the Brand Business in the manner that such business is conducted by Seller on the Closing Date.
Non Competition Non Interference. (a) In consideration of the numerous mutual promises contained in this Agreement, including, without limitation, those involving Confidential Information (as defined below) and in order to protect the Company's legitimate business interests, including the business and customer goodwill and the Company's Confidential Information, and to reduce the likelihood of irreparable damage which would occur in the event such information is provided to or used by a competitor of the Company, Pxxxxxxx covenants and agrees that during his employment by the Company and for a period of twenty-four (24) months after the date of Pxxxxxxx'x termination (for whatever reason), he shall not anywhere within the State of Texas or any other state where the Company or any affiliate is doing business at the time of termination, directly or indirectly compete in any way against CBond.
Non Competition Non Interference. (a) For a period of 36 months after the Closing, the Seller Parent shall not, and shall cause each of its Affiliates not to (i) directly or indirectly, own, manage, operate, control, be employed by or participate in the ownership, management, operation or control of, or be connected in any manner with, any business of the type and character, or otherwise compete, with the Business, as conducted by the Company and the Subsidiaries as of the Closing Date ("COMPETITIVE ACTIVITIES"); (ii) persuade or attempt to persuade any potential customer or client to which the Company or any of the Subsidiaries has made a presentation, or with which the Company or any of the Subsidiaries has had discussions, not to hire the Company or such Subsidiary, or to hire another company; or (iii) solicit for the Seller Parent or any Person other than the Company or any of the Subsidiaries the business of any Person with respect to the Competitive Activities which is a customer or client of the Company or any of the Subsidiaries, or was its customer or client within two (2) years prior to the date of this Agreement or take any action to disparage the Company or any of the Subsidiaries or otherwise seek to interfere with the contractual arrangements and relationships of the Company and the Subsidiaries with such Person with respect to the Competitive Activities. Competitive Activities shall not, and shall not be deemed to, include any activities currently engaged in by the Seller Parent or any Affiliates of the Seller Parent (other than the Seller, the Company and the Subsidiaries) in the ordinary course of their respective businesses (collectively, "PERMITTED GOODS AND SERVICES"), and the Seller or any Affiliate of the Seller may sell any Permitted Goods and Services to any Person notwithstanding anything contained in this Agreement.
Non Competition Non Interference. (a) In consideration --------------------------------- of the purchase of the Shares by Purchaser, Seller shall not, and shall cause its Affiliates to not:
Non Competition Non Interference. (a) Employee agrees that he shall not in the United States or Europe, at any time during his employment by the Company and for a period equal to one (1) year following the termination of Employee’s employment with the Company, directly or indirectly, engage in, represent in any way, or be connected with, any titanium or specialty metals business competing with TIMET. For purposes of this Section 8, the phrase “directly or indirectly engage in” shall include having a direct or indirect ownership interest (other than ownership of less than 5% of the outstanding voting securities of a business that is registered under Section 12 of the Securities Exchange Act of 1934, as amended) in any company or entity that engages in the business in question.
Non Competition Non Interference. (a) In exchange for the consideration referenced in Section 2, Employee agrees that, for a period of two (2) years following the Termination Date, he shall not (i) directly or indirectly solicit or encourage in any manner the resignation or re-affiliation of any employee, physician, contractor, or professional health care provider or provider organization that is employed by, or affiliated or associated with any of the Protected Parties and/or any UHS facility for which he rendered services during his employment with UHS, (ii) directly or indirectly solicit or divert patients, customers or business of any Protected Party; or (iii) attempt to influence, directly or indirectly, any person or entity to cease, reduce, alter or rearrange any business relationship with any Protected Party. As used herein, in light of the breadth and scope of Employee’s job duties and responsibilities as a senior executive of UHS, “any UHS facility for which he rendered services” would specifically include any and all acute care facilities which are subsidiaries of Universal Health Services (direct or indirect) including hospitals, ambulatory surgical centers, urgent care centers, diagnostic centers and any other healthcare related facility or operation; any physician practices associated or affiliated with Independence Physician Management (IPM) or UHS or Universal Health Services, Inc. in any manner; Prominence Health Plan and any related entities; any joint ventures between Universal Health Services, Inc. entities or subsidiaries and any joint venture partners; any Accountable Care Organizations; and any joint venture managed care enterprises.
