Seller Covenant Not to Compete. Each of the Sellers hereby covenants and agrees that for five (5) consecutive years following the Effective Date (the “Restricted Period”), such Seller shall not, without the advance written consent of Buyer, directly or indirectly engage in the Business anywhere in the United States or acquire any interest in, manage, operate or control any Person engaged in the Business anywhere in the world. Notwithstanding anything contained herein to the contrary, none of the following shall constitute a violation of the non-competition provisions of this Section 1: (i) the ownership of securities of any company that is “publicly held” that does not constitute more than five percent (5%) of the voting rights or equity interests of such entity, (ii) the operation by Sellers of the Excluded Assets and all businesses not constituting the Business, (iii) the performance by Sellers of their respective obligations under the Transition Services Agreement entered into between Sellers and Buyer dated as of even date herewith or (iv) the ownership of securities of any company that such Seller receives in consideration for the sale of any of its assets, so long as such Seller does not control, manage or operate such company at any time following its receipt of the securities. Each Seller hereby further agrees that in the event it acquires securities of a company in connection with the sale of assets as provided in clause (iv) of this Section 1 above, such Seller will, and will cause each of its affiliates and their respective representatives to, comply with and be subject to the confidentiality provisions of Section 8.1 of the Purchase Agreement during the Restricted Period.
Seller Covenant Not to Compete. For a two-year period beginning on the Closing Date, Seller shall not directly or indirectly, engage or invest in, finance, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed by, associated or in any manner connected with, render services or advice to, or assist (whether or not for compensation), any Competing Business (as defined below); PROVIDED HOWEVER, that this Section 5.1 shall not preclude the Seller or its Affiliates from (a) investing in up to an aggregate of 5% of the securities of any enterprise engaged in a Competing Business (but without otherwise participating in the activities of such enterprise) if such securities are listed on any United States national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, provided that the Seller and its Affiliates combined do not purchase or hold (directly or indirectly) an aggregate equity interest of more than 5% in any such enterprise, or (b) pursuant to Seller's Distributor Agreement.
Seller Covenant Not to Compete. (a) For the period commencing with Closing and ending on the date that is five (5) years following the Closing, except for the activities contemplated pursuant to the Transition Services Agreement, neither the Seller nor any of its Affiliates shall, directly or indirectly:
Seller Covenant Not to Compete. (a) The Seller, on behalf of itself, its subsidiaries, its successors in interest and assigns, covenants and agrees that from and after the Closing Date and for a five year period thereafter, the Seller shall not, directly or indirectly, on its own behalf or on behalf or in conjunction with another, own, control, manage, operate, engage in the business of or otherwise participate in the ownership, control, management, operation, or engagement in any business, whether corporate, proprietorship or partnership form or otherwise, engaged in the research, development, formulation, manufacturing, packaging, distribution, marketing or selling of any non-steroidal anti-inflammatory drug product that is competitive with the Product in the Territory; provided, however, such restriction shall not apply to the Seller’s continued manufacturing, packaging, distribution, marketing and sale of Roxicodone® (oxycodone hydrochloride).
Seller Covenant Not to Compete. Seller hereby covenants and agrees that neither Seller nor any Affiliate of Seller will during the period commencing on the Original Agreement Date and ending on December 31, 2008 (the “Non-Compete Term”)
Seller Covenant Not to Compete. (a) Seller covenants to Buyer that during the period commencing on the date hereof and ending on the third anniversary hereof, Seller will not in any manner, directly or indirectly, (i) solicit for employment any of the employees listed on Schedule V attached hereto; provided that this Section 6(a)(i) shall not be breached as a result of (x) general solicitation that is not directed expressly at the employees of Buyer or (y) the solicitation of any employee whose employment has been terminated by Buyer, or (ii) engage or participate in the A/V Business within the United States, including its territories and possessions (collectively, the "Territory"), or (iii) except for ownership of no more than 5% of the debt or equity securities of corporations listed on a registered securities exchange, directly or indirectly, own, manage, operate, conduct, control or participate in the ownership, management, operation, conduct or control of, or be connected in any other manner with, any enterprise, which engages in the A/V Business in the Territory. Buyer acknowledges and agrees that (A) none of the operations currently conducted by Seller other than the A/V Business is in competition with the A/V Business and (B) Section 6(a)(ii) shall, in the event of a transaction, pursuant to a tender or exchange offer or proposal of a plan of merger or reorganization made directly to Seller's stockholders, that results in a change in ownership or control of the Seller effected through any acquisition by any person or related group of persons of beneficial ownership (within the meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of securities possessing more than 50% of the total combined voting power of the Seller's outstanding securities immediately before the consummation of such transaction, cease to be binding on or otherwise apply to any successor-in-interest to Seller.
Seller Covenant Not to Compete. (a) In partial consideration of the payment of the Purchase Price, Seller covenants and agrees that for a period of three years commencing upon the Closing Date, Seller shall not, directly or indirectly, (i) engage in, carry on, manage, operate, perform or control the management or operation of any Seller Restricted Business in any portion of the territory (the "Restricted Territory") consisting of the world, or (ii) own any equity interest in any Person that is engaged in, carries on, manages, operates, performs or controls the management or operations of any Seller Restricted Business in the Restricted Territory.
Seller Covenant Not to Compete. Seller hereby covenants and agrees that neither Seller nor any Affiliate of Seller will:
Seller Covenant Not to Compete. Seller and ECC hereby covenant and agree that for a period of five (5) years following the Closing Date, neither ECC nor Seller will:
Seller Covenant Not to Compete. (a) Except as provided below, Seller agrees that for a period commencing on the Closing Date and ending two (2) years after Closing, neither it nor any of its subsidiaries shall, without the prior written consent of Purchaser, engage in the Business either directly or as a partner, owner, shareholder, member, operator or consultant of any Person in any location within a ten (10) mile radius of any of the Facilities.
