Agreement Not to Compete or Solicit. (1) During the Non-Competition Period (as defined below), the Executive will not engage or participate in, directly or indirectly, as principal, agent, employee, corporation, consultant, investor or partner, or assist in the management of, any business which is Competitive with the Company (as defined below).
(2) During the Non-Competition Period, the Executive will not, directly or indirectly, through any other entity, hire or attempt to hire, any officer, director, consultant, executive or employee of the Company or any of its affiliates during his or her engagement with the Company or such affiliate. During the Non-Competition Period, the Executive will not call upon, solicit, divert or attempt to solicit or divert from the Company or any of its affiliates any of their customers or suppliers or potential customers or suppliers of whose names he was aware during his term of employment (other than customers or suppliers or potential customers or suppliers contacted by the Executive solely in connection with a business that is not Competitive with the Company).
Agreement Not to Compete or Solicit. (a) In furtherance of the sale of the Shares to Purchaser under this Agreement and to more effectively protect the value and goodwill of the Company and the Business represented thereby, each Seller covenants and agrees that, during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, such Seller shall not, and shall cause its Affiliates not to, directly or indirectly:
(i) own, manage, operate, control, participate in, consult or perform services for, sell materials to, or otherwise carry on, whether as principal, agent, independent contractor, consultant, partner, or otherwise, any business similar to or competitive with the Business anywhere in the United States (it being acknowledged by each Seller that the Business has been conducted or is proposed to be conducted throughout such area and such geographic restriction is reasonable and necessary to protect the value and goodwill of the Company and the Business);
(ii) (A) induce or encourage, or attempt to induce or encourage, any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business to cease doing business with the Company or the Business or (B) in any way interfere with the relationship between the Company or the Business on the one hand and any customer, vendor, supplier, licensor, licensee, or other business relation of the Company or the Business on the other hand; or
(iii) (A) induce, encourage, solicit or recruit, or attempt to solicit or recruit, any officer, employee, independent contractor, representative, or agent of the Company or any Employee to leave the employ of the Business or the Company or (B) hire any such individual.
(b) Notwithstanding the foregoing, (i) nothing in Section 6.4(a) shall prohibit each Seller or its Affiliates from being a passive owner of not more than five percent (5%) of the outstanding Equity Interests of any Person that is publicly traded, so long as each Seller and its Affiliates have no active participation in the business of such Person, and (ii) nothing in Section 6.4(a)(iii) shall prohibit each Seller or its Affiliates from (A) making general employment solicitations, not specifically directed at employees of the Business or the Company, and hiring any individuals who respond to such solicitations or (B) soliciting, recruiting, or hiring any individual who has not been employed by the Business or the Company for at least six (6) months, so long as each Seller...
Agreement Not to Compete or Solicit. Executive acknowledges that he has become, and shall continue to be, familiar with Confidential Information concerning the Employer Group and that his services have been, and shall continue to be of special, unique and extraordinary value to the Employer Group. Therefore, without the prior written consent of Employer (which consent may be granted or withheld in its sole and absolute discretion), during the Restricted Period, Executive shall not (and shall not take any steps toward or preparations in respect of) and shall cause their respective affiliates not to, directly or indirectly, either for themselves or for any other person, develop, own. manage, control or exert any influence upon, acquire, lease, consult with, render or provide advice to, operate, affiliate with, participate in, permit their name to be used in connection with, receive any economic benefit from, or in any other manner engage in any other similar activity or have any financial interest in, or otherwise provide any services to or for the benefit of, a Restricted Business within the Restricted Territory. The term “participate” includes any direct or indirect interest in any enterprise, whether as an officer, director, manager, employee, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor, or owner; provided that the foregoing activities shall not include passive ownership of less than two percent (2%) of the stock of a publicly held corporation whose stock is traded on a national securities exchange or in the over the counter market. During the Restricted Period, Executive shall not directly or indirectly through another person (i) call on, solicit, or service any customer of the Employer Group or prospective customer of the Employer Group, with respect to products or services that are currently being provided by Employer or which Employer is currently in the process of developing or (ii) encourage, induce or solicit, or attempt to encourage, induce or solicit, any past or present customer, vendor, supplier or other business partner or prospective customer, vendor, supplier or other business partner to cease doing, or not engage in, business with Employer; provided, however, that these restrictions shall apply (y) only with respect to those customers, vendors, suppliers or other business partners who are or have been such a business partner of Employer at any time within the immediately preceding one-year period or whose bu...
Agreement Not to Compete or Solicit. Employee agrees that in order to preserve the confidentiality of the Proprietary and Confidential Information, to prevent the theft or misuse of the Proprietary and Confidential Information, and to protect the Employer Group’s customer relationships with its existing customers, Employee agrees that during the Covenant Period (as defined below), Employee shall not, without Employer’s written consent, directly or indirectly, for Employee or on behalf of or in conjunction with any other person, persons, company, partnership, corporation or business venture of any nature (other than on behalf of the Employer Group):
Agreement Not to Compete or Solicit. (a) Service Company agrees that, except for the provision of services pursuant to the IBP Management Agreement, during the Noncompete Period, it shall not, directly or indirectly, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business competing with the businesses of IBP or any of its Affiliates, as such businesses exist or are in process during the term of this Agreement within any geographical area in which IBP or any of its Affiliates engage or have plans to engage in such businesses, including, without limitation, any geographic area where IBP or any of its Affiliates provide their products or services or where their products or services are used by any of their customers. Nothing herein shall prohibit Service Company from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation that is publicly traded, so long as Service Company has no active participation in the business of such corporation.
(b) The parties hereto acknowledge that the individual, beneficial equity owners of Service Company also own and operate entities that are in the business of buying and developing real estate and constructing single- and multi-family housing and office buildings (collectively, the “Xxxxxxx’ Construction Business”). As part of its business, the Xxxxxxx’ Construction Business purchases insulation, basement waterproofing, gutters, garage doors, shelving, shower doors and mirrors and hires service providers (including IBP) to install such products in its single- and multi-family housing and office buildings. The parties hereto acknowledge that nothing in this Section 4.3 shall prevent the Xxxxxxx’ Construction Business from continuing the activities described in this Section 4.3(b); provided, however, that any transactions between the Xxxxxxx’ Construction Business and IBP Holdings II, LLC, IBP or its direct or indirect subsidiaries shall be at arms-length.
(c) During the Noncompete Period, Service Company shall not, directly or indirectly, (i) except in connection with employee relocations to and from Installed Building Products, LLC and its Affiliates, induce or attempt to induce any employee of IBP or any of its Affiliates to leave the employ of IBP or such Affiliate, or in any way interfere with the relationship between IBP or any such Affiliate and any employee thereof, (ii) hire any Person who was an employee of IBP or any of its Affiliates at any t...
Agreement Not to Compete or Solicit shall include:
a. Throughout this Agreement with the Company, and for a period of 12 months following the termination of this Agreement, the Employee will not directly or in association with others, compete with any of the business activities in which the Company or any of its associated companies become involved, anywhere in the world, during the period of this Agreement.
b. The foregoing restriction on competition and solicitation will preclude without limitation:
I. Selling or soliciting sales of products and services which compete with the Company or any of its subsidiaries, and
II. Accepting employment in a related business area with or acting as a representative or agent of a current customer of the Company or any other person or entity which competes with the current business of the Company during the period of this Agreement.
III. In order to protect its business interest, the Company, reserves the right of not providing full-fledged work during the Employee’s required contractual probation period and may require Employee not to attend the place of work whilst remaining employed for the contractual probation period. During this probation period, the employee will not be permitted to work for anyone else.
IV. Either alone or in association with others (i) solicit, or encourage any organization directly or indirectly controlled by the Employee to solicit, any employee of the Company or any of its subsidiaries to leave the employ of the Company or any of its subsidiaries,
Agreement Not to Compete or Solicit. During a period of one year after the Termination Date as defined in the Agreement (the "Period of Restriction"), and in consideration of the benefits specified in the Agreement and this Addendum, and the others terms and obligations of the Agreement and this Addendum, Officer agrees as follows:
Agreement Not to Compete or Solicit. During such time as the Officer is employed by the Company and upon the Officer's termination, continuing throughout the Transition Period, and in consideration of the benefits specified in Paragraph 3 above and the terms and obligations of this Agreement, Officer agrees as follows:
Agreement Not to Compete or Solicit. In order to assure Buyer the complete benefit of the ownership of the Assets and the Business, Seller covenants that, for a period of five full years after the Closing Date, none of Seller, Alpha Technologies Group, Inc., Xxxxxxxx Xxxxxx and Xxxxxxxx Xxxxxx or any of their Affiliates, during such time as they are Affiliates, shall themselves or through any member of their immediate family: (i) engage in a business similar to that of the Business as of the date of this Agreement (a "Competing Business"), anywhere in the world whether such engagement shall be as owner, partner, agent, consultant or shareholder (except as the holder of not more than five percent (5%) of the outstanding shares of a corporation whose stock is listed on any national or regional securities exchange or reported by the National Association of Securities Dealers Automated Quotation System or any successor thereto); (ii) solicit the employment of or hire any person while such person is in the employ of Parent, Buyer or their Affiliates; (iii) solicit any Person who is a customer of the Business at the Closing Date for purposes of selling to such customer any product that competes with any product made by the Business as of the Closing Date; (iv) induce or attempt to induce any individual, business, corporation, firm, partnership or other business entity that is a customer or supplier to Parent or Buyer or any distributor or seller of products of Parent or Buyer, or that is otherwise a contracting party with Parent or Buyer, to terminate or otherwise adversely change or cancel any written or oral agreement with Parent or Buyer; or (v) assist any other Person to be so engaged. Seller acknowledges that the periods of restriction, the geographical areas of restriction and the restraints imposed by the provisions of this Section 5.4 are fair and reasonably required for the protection of Buyer. In the event that any of the provisions of this Section 5.4 relating to the geographic areas of restriction or the periods of restriction shall be deemed to exceed the maximum area or period of time which a court of competent jurisdiction would deem enforceable, the geographic areas and times shall, for the purposes of this Agreement, be deemed to be the maximum areas or time periods which a court of competent jurisdiction would deem valid and enforceable in any state in which such court of competent jurisdiction shall be convened. Seller acknowledges that any breach of its obligations under this Se...
Agreement Not to Compete or Solicit. During such time as the Officer is employed by the Company and for the twelve (12) month period after the Termination Date (collectively, the "Period of Restriction"), and in consideration of the terms and conditions of this Agreement, the Officer agrees as follows:
