Seller Non-Competition and Non-Solicitation Sample Clauses

Seller Non-Competition and Non-Solicitation. (a) For a period of five years from and after the First Closing Date, except as provided in the Work Plan, neither the Seller nor any of its Affiliates shall, directly or indirectly, engage in, own, have any financial interest in (other than a financial interest in a publicly held corporation whose stock is traded on a national securities exchange or in the over-the counter market which financial interest (held directly or indirectly) does not exceed five percent (5%) of such company’s outstanding securities), manage or operate anywhere in the United States, a business the same as, substantially similar to, or which materially competes with, the business of developing, marketing or manufacturing product candidates INS-19 Granulocyte Colony Stimulating Factor and INS-20 Pegylated Granulocyte Colony Stimulating Factor.
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Seller Non-Competition and Non-Solicitation. For a period of five years commencing on the day following the Closing Date (the “Restricted Period”), neither Parent nor Seller shall, and neither Parent nor Seller shall permit any of their respective Affiliates (including through the provision of management, advisory, or technical services or through a joint venture or partnership) to, directly or indirectly: (i) engage in or assist others in engaging in any business substantially similar to or competitive with the Business (the “Seller Restricted Business”) with the exception of CUI-Canada, Inc. (CUI-Canada) which is a wholly owned subsidiary of Parent and Seller. As a wholly owned subsidiary and totally under the control of the Parent and Seller, Parent and Seller agree that CUI-Canada shall not, directly nor indirectly, change, alter or revise its business plan so as to, in any manner, increase competition with any business substantially similar to or competitive with the Business (the “Seller Restricted Business”); (ii) have an interest in any person that engages directly or indirectly in the Seller Restricted Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant with the exception of CUI-Canada and Virtual Power Systems, Inc. (VPS). Parent and Seller are a passive, minority stockholder of VPS and are not a controlling person of, nor a member of a group which controls VPS and does not control, in any nature, the business affairs nor operations of VPS; (iii) interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Buyer and customers or suppliers of the Buyer anywhere in the world with the exception of the limited competition of CUI-Canada as described in (i) above and the passive, limited ownership interest in VPS as described in (ii) above. Notwithstanding the foregoing and with the exceptions as stated in the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any person, whether or not traded on any national securities exchange, if Parent and Seller are not a controlling person of, or a member of a group which controls, such person and does not, directly or indirectly, own more than a minority interest of any class of securities of such person. “Affiliate” of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control wit...
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Seller Non-Competition and Non-Solicitation. (a) For a period of five years commencing on the day following the Closing Date (the “Restricted Period”), neither Parent nor Seller shall, and neither Parent nor Seller shall permit any of their respective Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in any business substantially similar to or competitive with the Business (the “Seller Restricted Business”); (ii) have an interest in any person that engages directly or indirectly in the Seller Restricted Business in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Buyer and customers or suppliers of the Buyer. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any person traded on any national securities exchange if Seller is not a controlling person of, or a member of a group which controls, such person and does not, directly or indirectly, own 10% or more of any class of securities of such person. “Affiliate” of a person means any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
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Seller Non-Competition and Non-Solicitation. (a) During the four-year period immediately following the Closing Date, none of the Sellers nor any of their Affiliates will:
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Seller Non-Competition and Non-Solicitation. (a) From the Closing Date until the third (3rd) anniversary of the Closing Date (the “Restricted Period”), without Buyer’s consent, Seller shall not, and shall cause each of its Affiliates (Seller and its Affiliates, the “Seller Restricted Party”) not to, directly or indirectly (including by means of management, advisory, operating, or similar agreements or arrangements or by any record or beneficial equity interest, either as a principal, trustee, stockholder, partner, joint venture or otherwise, in any Person), engage in a business that competes with the Business, for their own account or for any other Person, in any country or other geographic location in which any of the Companies operate the Business or otherwise had sales immediately prior to the Closing or any other country or geographic location in which either Company planned to operate the Business as of the Closing Date (the “Seller Restricted Business”); provided, however, that nothing in this Agreement or in the definition of Seller Restricted Business shall prohibit or in any way restrict the any Seller Restricted Party’s ability to:
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Seller Non-Competition and Non-Solicitation. (a) During the period commencing on the Closing Date and continuing until the third (3rd) anniversary of the Closing Date (the “Noncompetition Period”), Integer and GB Ltd. shall not, and shall cause each Seller Noncompetition Party not to, design, prototype, research, develop, manufacture, test, distribute or market, or own, or otherwise manage or control or provide financing or similar assistance to any person or entity designing, prototyping, researching, developing, manufacturing, testing, distributing or marketing, anywhere in the world, (i) advanced surgical and/or orthopedic products and/or components for use in medical and other applications or (ii) tubing products that are similar to the tubing products manufactured at the Collegeville, PA facility for use, among other applications, in the aerospace and defense industries (an “AS&O Competitive Business”); provided, however, that the foregoing covenants shall not prohibit, or be interpreted as prohibiting, any Seller Noncompetition Party from:
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Seller Non-Competition and Non-Solicitation. Seller acknowledges and agrees that there exists valid and sufficient consideration and covenants to Buyer that during the period beginning on the Closing Date and ending on the third anniversary of the Closing Date (the “Non-Competition Period”), Seller shall not, and shall cause its Affiliates not to, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, directly or indirectly, in any manner (whether as an owner, shareholder, officer, director, partner, manager, employee, independent contractor, consultant or otherwise), except on behalf of, or for the benefit of, Buyer:
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Related to Seller Non-Competition and Non-Solicitation

  • Non-Competition and Non-Solicitation In consideration of the salary paid to the Executive by the Company and subject to applicable law, the Executive agrees that during the term of the Employment and for a period of one (1) year following the termination of the Employment for whatever reason:

  • Non-Solicitation and Non-Competition Ancillary to the agreements to provide Executive with the Confidential Information as set forth above, and in order to aid in the enforcement of those agreements, Executive agrees that, during the Term and for a period of two (2) years after the termination of Executive’s employment with the Company (or, in the event Executive is entitled to the payments and benefits described in Section 4.3(c) for a period of one (1) year after termination of Executive’s employment with the Company) (as applicable, the “Prohibited Period”), he will:

  • Non-Solicitation and Non-Compete The Executive agrees that,

  • Non-Competition, Non-Solicitation and Non-Disparagement (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of six (6) months thereafter, he shall not in any manner, directly or indirectly, on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity (“Person”), enter into or engage in any business which is engaged in any business directly or indirectly competitive with the business of the Company, either as an individual for his own account, or as a partner, joint venturer, owner, executive, employee, independent contractor, principal, agent, consultant, salesperson, officer, director or shareholder of a Person in a business competitive with the Company within the geographic area of the Company’s business, which is deemed by the parties hereto to be the United States. The Executive acknowledges that, due to the unique nature of the Company’s business, the loss of any of its clients or business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Executive narrowly and fairly serves such an important and critical business interest of the Company. For purposes of this Agreement, the Company shall be deemed to be actively engaged in the business of medical staffing placements. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Executive from (i) acquiring or holding, solely for investment, publicly traded securities of any corporation, some or all of the activities of which are competitive with the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation.

  • Non-Competition and Non-Solicitation Agreement In consideration of Employee’s (as defined below) ongoing at-will employment with Employer (as defined below) or one of its subsidiary companies, the compensation and benefits provided to me including those set forth in a separate Employment Agreement, Confidentiality and Intellectual Property Agreement (the “Confidentiality Agreement”), Change in Control Agreement (the “Change in Control Agreement”) and Employer’s agreement to provide Employee with access to Employer’s confidential information, intellectual property and trade secrets, access to its customers and other promises made below, Employee enters into the following non-competition and non-solicitation agreement: This Non-Competition and Non-Solicitation Agreement (“Agreement”) is effective by and between Bxxxx Xxxx (“Employee”) and First Solar, Inc. (“Employer”) as of March 12, 2007.

  • Confidentiality, Non-Competition and Non-Solicitation Employee agrees, as a condition to Employee’s employment with the Company, to execute the Company’s standard form of Employee Non-Disclosure, Invention Release and Non-Competition Agreement attached hereto as Exhibit A.

  • Non-Competition; Non-Solicitation Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its affiliates and accordingly agrees as follows:

  • Non-Solicitation; Non-Competition (a) Executive agrees that, during the Term and until nine (9) months after the termination of his employment, Executive will not, directly or indirectly, including on behalf of any person, firm or other entity, employ or actively solicit for employment any employee of the Company or any of its Affiliated Entities, or anyone who was an employee of the Company or any of its Affiliated Entities within the nine (9) months prior to the termination of Executive’s employment, or induce any such employee to terminate his or his employment with the Company or any of its Affiliated Entities.

  • Non-Competition and Non-Solicitation Covenants During his employment with the Company and for a period of one (1) year thereafter (“Restricted Period”), whatever the reason for Executive’s termination of employment, unless Executive receives the Company’s advance written waiver, Executive shall not, either directly or indirectly, either on his own behalf or on behalf of another business, engage in or assist others in the following activities:

  • Non-Compete and Non-Solicitation (a) The Executive recognizes that in each of the highly competitive businesses in which the Company is engaged, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Executive, therefore, agrees that during the Employment Period and, if the Date of Termination occurs by reason of the Executive terminating his employment for reasons other than Disability or Good Reason and other than during a Window Period, for a period of one year after the Date of Termination, he will not either within 20 miles of any geographic location with respect to which he has devoted substantial attention to the material business interests of the Company or any of its affiliated companies or with respect to any immediate geologic trends in which the Company or any of its affiliated companies is active as of the Date of Termination, without regard, in either case, to whether the Executive has worked at such location (the "Relevant Geographic Area"), (i) accept employment or render service to any person that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies, (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, executive, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company or any of its affiliated companies or (iii) regardless of geographic area, directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any other person or entity either (A) hire, contract or solicit, or attempt any of the foregoing, with respect to hiring any employee of the Company or its affiliated companies, or (B) induce or otherwise counsel, advise or encourage any employee of the Company or its affiliated companies to leave the employment of the Company or its affiliated companies (all of the foregoing activities described in (i), (ii) and (iii) are collectively referred to as the "Prohibited Activity"). For the avoidance of doubt, the provisions of this Section 10 will not apply following a termination of the Executive's employment by the Company with or without Cause, by the Executive due to Disability or Good Reason or by the Executive during a Window Period.

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