Unfair Competition and Non-Solicitation. The Employee, acknowledging that he/she provides services that are of particular and special value to the Company and its direct or indirect parent, subsidiary and affiliated companies, and its and their respective successors and assigns (in this Section 1(h), collectively – the “Company”), and that it is critical for the Company to preserve and protect its Confidential Information, and its rights in Inventions and in all related intellectual property rights, hereby undertakes and warrants towards the Company as follows:
Unfair Competition and Non-Solicitation. 2.1. Employee undertakes that during the term of engagement with the Company and the Tail Period (as defined below), regardless of the reason for Employee’s separation from Company, Employee shall not, directly or on behalf of any other third party: (i) engage in or establish or otherwise become involved in, either as an employee, owner, partner, agent, shareholder, director, consultant or otherwise, any business, occupation, work or any other activity involving stem cell therapies and/or NK cells, in each case relating to the treatment of cancer; (ii) solicit, hire or retain as an employee, consultant or otherwise, any employee of the Company or induce or attempt to induce any such employee to terminate or reduce the scope of such employee’s employment with the Company; and (iii) solicit or induce, or attempt to solicit or induce, any employee, consultant, service provider, business partner, agent, distributor, supplier or customer of the Company, or any third party with respect to which the Company took substantial steps to engage as an employee or as any of the foregoing capacities during the period of Employee’s engagement with the Company, to terminate, reduce or modify the scope of its or their engagement with the Company or work for, in any capacity, a competitor of the Company. It is understood that the restrictions set forth in Section 2.1(i) above shall apply only to those geographical areas in which the Company actively conducts, or takes meaningful steps to actively conduct its business during the period of Employee’s employment at the Company. By signing this Undertaking, Employee represents and confirms that the restrictions set forth in this paragraph are not unduly burdensome, financially or otherwise, for the Employee. For purposes of this Undertaking, the “
Unfair Competition and Non-Solicitation. 2.1. Employee undertakes that during the term of engagement with the Company and for a period of twelve (12) months thereafter, Employee shall not (i) work (whether independently or on behalf of another party) in a position similar to the position held by Employee when employed by the Company, if such involvement on the part of Employee will have the likely effect of reducing the business volume or monetary profits of the Company; (ii) solicit, hire or retain as an employee, consultant or otherwise, any management level employee of the Company, or other employee essential to the Company’s business, or induce or attempt to induce any such employee to terminate or reduce the scope of such employee’s employment with the Company; and/or (iii) solicit or induce, or attempt to solicit or induce, any party that is, at the time of such solicitation, a business partner, agent, distributor, supplier or customer of the Company, to terminate, reduce or modify the scope of its or their engagement with the Company or work for, in any capacity, a competitor of the Company. It is understood that the restrictions of this paragraph shall apply only to those states in the United States in which the Company engaged, or took active steps toward engaging, in such business during the period of Employee’s employment at the Company. By signing this Agreement, Employee represents and confirms that the restrictions set forth in this paragraph are reasonable, necessary for purposes of protecting the Company’s legitimate business interests, and are not unduly burdensome, financially or otherwise, for the Employee.
Unfair Competition and Non-Solicitation during the noncompetition period as set forth in Section 1(h)(i) below, the Company shall pay Employee, (A) in a single lump-sum payment an amount equal to six (6) months of the Base Salary, less applicable deductions and withholdings and less any severance pay-related amounts (if any) then paid, payable or accrued and released to or for the benefit of the Employee (whether pursuant to applicable law, any agreement, or otherwise) as a result of or in connection with such termination; and (B) an amount equal to the cash value of six (6) months of Employee’s applicable COBRA premiums, less applicable deductions and withholdings (including the amount of COBRA premiums for any of Employee’s eligible dependents, as determined by the Company in its sole discretion) which Employee may, but is not obligated to, use towards the cost of COBRA premiums; provided, however, Employee shall be eligible to receive an amount equal to the cash value of up to seven (7) months of Employee’s applicable COBRA premiums, less applicable deductions and withholdings, in the event that the Company waives all or part of the Notice Period (collectively, the “Severance Benefits”). The receipt of any payments herein is subject to Employee signing and not revoking a Release (as defined below) within the minimum time period required by applicable law, as specified by the Release. The Severance Benefits under this Section 1(g)(i) shall be in addition to the Base Salary paid to Employee during or in lieu of the Notice Period. For avoidance of doubt, in no event shall this Section 1(g)(i)(B) operate to result in Employee receiving an amount greater than the amount equal to the cash value of seven (7) months of COBRA premiums, less applicable deductions and withholdings.
Unfair Competition and Non-Solicitation during the noncompetition period as set forth in Section 1(h)(i) below, the Company shall pay Employee, in a single lump-sum payment within 30 days after the Date of Termination an amount equal to 65% of the Base Salary, less applicable deductions and withholdings and less any severance pay-related amounts (if any) then paid, payable or accrued and released to or for the benefit of the Employee (whether pursuant to applicable law, any agreement, or otherwise) as a result of or in connection with such termination. The receipt of any payments herein is subject to Employee signing and not revoking a Release (as defined below) within the minimum time period required by applicable law, as specified by the Release.
Unfair Competition and Non-Solicitation. 5. The Manager undertakes that during his employment in the Company the Manager shall not engage, set up, develop, or be involved in any manner, whether directly or indirectly, whether as an employee, owner, partner, agent, shareholder, director, consultant or in any other manner in any business, occupation, work or any other activity that is in competition with the business of the Company. The Manager undertakes that during a period of 12 months after the termination of his employment in the Company, for any reason, the Manager shall not engage, set up, develop or be involved in any manner, whether directly or indirectly, whether in Israel or outside Israel, whether as an employee, owner, partner, agent, shareholder, director, consultant or in any other manner, in any business, occupation, work, or any other activity that might reasonably include or necessitate the use of Confidential Information. The Manager hereby confirms and agrees that any engagement, establishment, opening or involvement, whether directly or indirectly, whether as an employee, owner, partner, agent, shareholder, director, consultant or in any other manner, in any business, profession, work or any other activity that is in competition with the business conducted by the Company, in the manner that these were performed during the term of employment of the Manager in the Company or with the business of the Company planned during the term of his employment, shall be deemed as an activity that will reasonably include or necessitate any use of the entire or part of the Confidential Information. The Manager agrees that in light of his position in the Company and his exposure to the Confidential Information, the provisions of this section 5 are reasonable and required for the purpose of legally protecting the Confidential Information that constitutes a major asset of the Company and the Manager undertakes to observe the said provisions as a condition for his employment in the Company. The Manager declares that he read carefully the provisions of this section 5, that he understands the consequences of his undertaking, and agrees to their content, and that the Manager considered the advantages and disadvantages related to the engagement in this Undertaking. The Manager hereby declares that he is aware that part of the Salary includes additional consideration that is paid for this non-compete undertaking made by the Manager. Without prejudice to the foregoing, the Manager declares that he posse...
Unfair Competition and Non-Solicitation. 2.1. The Executive undertakes that during the term of employment and for a period of twelve (12) months following termination of the Executive’s employment with the Company for whatever reason, the Executive shall not engage, establish, open or in any manner whatsoever become involved (directly or indirectly, either as an employee or otherwise), in any business, occupation, work or any other activity anywhere in the world, which competes with the Company’s business as conducted during the term of employment or which may compete with the Company’s business as planned to be conducted, to the Executive’s knowledge, at the time of termination of Executive’s employment (the “Company’s Business”). The Executive hereby confirms that the engagement, establishment, opening or involvement, in any business, occupation, work or any other activity which competes with the Company’s Business, is likely to require the use of all or a portion of the Confidential Information.
Unfair Competition and Non-Solicitation during the noncompetition period as set forth in Section 1(h)(i) below, the Company shall pay Employee, in a single lump-sum payment within 30 days after the Date of Termination an amount equal to 100% of the Base Salary, less applicable deductions and withholdings and less any severance pay-related amounts (if any) then paid, payable or accrued and released to or for the benefit of the Employee (whether pursuant to applicable law, any agreement, or otherwise) as a result of or in connection with such termination, and (b) any Options and other equity awards of the Company that have been granted to the Employee prior to the Change of Control and are outstanding as of the Date of Termination shall fully vest and become exercisable on such date in accordance with the terms of the applicable Plans. The receipt of any payments or accelerated vesting herein is subject to Employee signing and not revoking a Release (as defined below) within the minimum time period required by applicable law, as specified by the Release.
Unfair Competition and Non-Solicitation
