Common use of Agreement Not to Compete or Solicit Clause in Contracts

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 business has been solicited on behalf of Employer or any of its affiliates by any of their officers, employees or agents within such one-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if Executive has performed work for such business partner during Executive’s employment with Employer or one of its affiliates or been introduced to, or otherwise had contact with, such business partner as a result of Executive’s employment or other associations with Employer or one of its affiliates or have had access to Confidential Information which would assist in Executive’s solicitation of such business partner. During the Restricted Period, Executive shall not directly or indirectly through another person (i) encourage, induce, solicit or attempt to encourage, induce or solicit any officer, director manager, employee or independent contractor of the Employer Group to leave the employ of the Employer Group; or (ii) hire or employ any person who was an officer, director, manager, or employee of the Employer Group at any time during the one-year period immediately prior to the date of this Agreement. Executive acknowledges and represents that: (i) sufficient consideration has been given by each party to this Agreement to the other as it relates hereto; (ii) he has consulted with independent legal counsel regarding his or her rights and obligations under this agreement; (iii) he fully understands the terms and conditions contained herein; (iv) the restrictions and agreements in this agreement are reasonable in all respects and necessary for the protection of Employer and the other members of the Employer Group and its Confidential Information and goodwill and that, without such protection, the Employer Group customer and client relationship and competitive advantage would be materially adversely affected; (v) the agreements are an essential inducement to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which it is party or by which it is bound; and (vi) Executive is not a party to or bound by any employment agreement or noncompete agreement with any person other than Employer. Executive further acknowledges and represents that the restrictions contained in this agreement do not impose an undue hardship on such person and, since such person has general business skills which may be used in industries other than that in which Employer conducts its business and do not deprive such person of its livelihood or business. So that Employer may enjoy the full benefit of the covenants contained in this Agreement, Executive further agrees that the Restricted Period shall be tolled, and shall not run, during the period of any breach by Executive of any of the covenants contained in this Agreement. Finally, no claimed breach of this Agreement or other violation of law attributed to Employer, or change in the nature or scope of Executive’s employment or other relationship with the Employer Group, shall operate to excuse Executive from the performance of Executive’s obligations under this Agreement.

Agreement Not to Compete or Solicit. Executive acknowledges 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 he has become, and shall continue to be, familiar with Confidential Information concerning of the Employer Group and that his services have been, and shall continue to be Business as of special, unique and extraordinary value to the Employer Group. Therefore, without the prior written consent date of Employer this Agreement (which consent may be granted or withheld in its sole and absolute discretiona "Competing Business"), during anywhere in the Restricted Period, Executive world whether such engagement 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, employeeowner, partner, sole proprietor, agent, representative, independent contractor, seller, franchisor, franchisee, creditor, consultant or owner; provided that shareholder (except as the foregoing activities shall holder of not include passive ownership of less more than two five percent (25%) of the stock outstanding shares of a publicly held corporation whose stock is traded listed on a 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 over the counter market. During the Restricted Periodemploy of Parent, Executive shall not directly Buyer or indirectly through another person their Affiliates; (iiii) call on, solicit, or service solicit any Person who is a customer of the Employer Group or prospective 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 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 Closing Date; (iiiv) encourage, induce or solicit, or attempt to encourageinduce any individual, induce or solicitbusiness, any past or present customercorporation, vendorfirm, supplier partnership or other business partner entity that is a customer or prospective customer, vendor, supplier to Parent or other business partner to cease doingBuyer 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 Section 5.4 may result in irreparable injury to Parent and Buyer, for which Parent and Buyer may not engage inhave an adequate remedy at law. In the event of any such breach, business with EmployerParent and Buyer may, in its sole discretion and in addition to any other remedies available to it, bring an action or actions against Seller for injunctive relief, specific performance or both, and have entered a temporary restraining order, preliminary or permanent injunction, or order compelling specific performance. Notwithstanding the foregoing, subject to Section 5.9 hereof, the restrictions set forth above shall not be applicable to the manufacture and sale by the Microdot division of Seller ("Microdot") (or any transferee of such business) of hermetic connectors of the types described in Section 5.4 of the Seller Disclosure Schedule or derivative of, or replacements for, such products; provided, however, that these restrictions in no event 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 business has been solicited on behalf of Employer Seller or any of its affiliates by Affiliates glass-to- metal seal (hermetically seal) any of their officers, employees connector or agents within such one-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if Executive has performed work for such business partner during Executive’s employment with Employer or one of its affiliates or been introduced to, or otherwise had contact with, such business partner as a result of Executive’s employment or other associations with Employer or one of its affiliates or have had access to Confidential Information which would assist in Executive’s solicitation of such business partner. During the Restricted Period, Executive shall not directly or indirectly through another person (i) encourage, induce, solicit or attempt to encourage, induce or solicit any officer, director manager, employee or independent contractor of the Employer Group to leave the employ of the Employer Group; or (ii) hire or employ any person who was an officer, director, manager, or employee of the Employer Group at any time during the one-year period immediately prior to the date of this Agreement. Executive acknowledges and represents that: (i) sufficient consideration has been given by each party to this Agreement to the other as it relates hereto; (ii) he has consulted with independent legal counsel regarding his or her rights and obligations under this agreement; (iii) he fully understands the terms and conditions contained herein; (iv) the restrictions and agreements in this agreement are reasonable in all respects and necessary for the protection of Employer and the other members of the Employer Group and its Confidential Information and goodwill and that, without such protection, the Employer Group customer and client relationship and competitive advantage would be materially adversely affected; (v) the agreements are an essential inducement to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which it is party or by which it is bound; and (vi) Executive is not a party to or bound by any employment agreement or noncompete agreement with any person other than Employer. Executive further acknowledges and represents that the restrictions contained in this agreement do not impose an undue hardship on such person and, since such person has general business skills which may be used in industries other than that in which Employer conducts its business and do not deprive such person of its livelihood or business. So that Employer may enjoy the full benefit of the covenants contained in this Agreement, Executive further agrees that the Restricted Period shall be tolled, and shall not run, during the period of any breach by Executive of any of the covenants contained in this Agreement. Finally, no claimed breach of this Agreement or other violation of law attributed to Employer, or change in the nature or scope of Executive’s employment or other relationship with the Employer Group, shall operate to excuse Executive from the performance of Executive’s obligations under this Agreementproduct.

Agreement Not to Compete or Solicit. Executive Each of the Seller and the Guarantor, understands and acknowledges that he has become, the following provisions of this Section 5.6 are given as an integral and shall continue to be, familiar with Confidential Information concerning essential part of the Employer Group Transactions and that his services Purchaser would not have beenentered into this Agreement absent the provisions of this Section 5.6. From the Closing Date and ending on the fifth (5th) anniversary of the Closing, each of the Seller and the Guarantor 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 tonot, directly or indirectly, either for themselves indirectly (including by licensing or for through any other personPerson directly or indirectly controlling, developcontrolled by or under common control with the Seller or Guarantor), (1) engage, in any territory in the world, in the field of point-to-point microwave radios including, without limitation, through any activity of development, manufacturing, marketing, sale, distribution, servicing, licensing or sublicensing (the "Competitive Business"), or (2) acquire, own. , invest in, manage, operate, 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 in the ownership, financing, management, operation or control of any business that engages or intends to engage in the Competitive Business, except that each of the Seller and the Guarantor may own up to five (5) percent of the outstanding equity interest and voting interests of a Competitive Business that is publicly traded, (3) contact any customer or supplier of the Company or its Subsidiaries for the purpose of soliciting orders or establishing relationships for any business enterprise that engages in a Competitive Business or otherwise utilize its knowledge of the business of the Company or any of its Subsidiaries or its relationships with customers, suppliers or others to engage or facilitate others to engage in any other similar activity facet of a Competitive Business, (4) cause, induce or have encourage any financial interest incustomer, or otherwise provide any services to or for the benefit ofsupplier, 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, agentdistributor, 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 of the Company or prospective customerany of its Subsidiaries to terminate or modify such relationship, vendor(5) solicit or attempt to induce any supplier, supplier distributor, representative, or other business partner of the Company or any of its Subsidiaries into any Competitive Businesses, (6) solicit, recruit, hire, retain or attempt thereto (whether as an employee, consultant, agent, independent contractor or otherwise) or encourage to cease doing, leave their employment any Key Employee or not engage in, business with Employergroup of employees or consultants of the Company or any of its Subsidiaries; provided, however, that these the foregoing in this clause (6) shall not prohibit any general solicitations of employment not directed principally to the employees or consultants of the Company or its Subsidiaries, or (7) enter into any agreement or understanding to do any of the foregoing. Notwithstanding the foregoing, any action permitted under, or taken according to, this Agreement or the Transactions, shall not be considered a breach of this Section 5.6. Further the restrictions of this Section 5.6 shall not prevent the Seller or the Guarantor from being a shareholder of Nera Telecommunications Ltd (or its successor), provided that none of them shall vote in favor of or otherwise support any decision or an act of Nera Telecommunications Ltd (or its successor) to engage in a Competitive Business or otherwise do anything that will constitute a breach of any of the provisions of this Section 5.6. Seller, Guarantor and Purchaser recognize that the Laws and public policies of the applicable jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section 5.6. It is the intention of the Parties that the provisions of this Section 5.6 be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section 5.6 shall not render unenforceable, or impair, the remainder of the provisions of this Section 5.6. Accordingly, if any provision of this Section 5.6 shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply (y) only with respect to those customersthe operation of such provision in the particular jurisdiction in which such determination is made and not with respect to any other provision or jurisdiction. Each of the Seller and the Guarantor hereby acknowledges and agrees that the covenants set forth in this Section 5.6 are part of the consideration given for this Agreement and are reasonable and necessary in terms of time, vendorsgeographic area, suppliers or other scope and line of business partners who are or have been such a to protect the legitimate business partner interests of Employer at any time within Purchaser and its Affiliates. Each of the immediately preceding one-year period or whose business has been solicited Seller and the Guarantor, on behalf of Employer or any of its affiliates by any of their officers, employees or agents within such one-year period, other than by form letter, blanket mailing or published advertisement, and (z) only if Executive has performed work for such business partner during Executive’s employment with Employer or one of its affiliates or been introduced to, or otherwise had contact with, such business partner as a result of Executive’s employment or other associations with Employer or one of its affiliates or have had access to Confidential Information which would assist in Executive’s solicitation of such business partner. During the Restricted Period, Executive shall not directly or indirectly through another person (i) encourage, induce, solicit or attempt to encourage, induce or solicit any officer, director manager, employee or independent contractor of the Employer Group to leave the employ of the Employer Group; or (ii) hire or employ any person who was an officer, director, manager, or employee of the Employer Group at any time during the one-year period immediately prior to the date of this Agreement. Executive acknowledges and represents that: (i) sufficient consideration has been given by each party to this Agreement to the other as it relates hereto; (ii) he has consulted with independent legal counsel regarding his or her rights and obligations under this agreement; (iii) he fully understands the terms and conditions contained herein; (iv) the restrictions and agreements in this agreement are reasonable in all respects and necessary for the protection of Employer and the other members of the Employer Group itself and its Confidential Information and goodwill and thatAffiliates, without such protection, expressly authorizes the Employer Group customer and client relationship and competitive advantage would be materially adversely affected; (v) the agreements are an essential inducement to enter into this Agreement and they are in addition to, rather than in lieu of, any similar or related covenants to which it is party or by which it is bound; and (vi) Executive is not a party to or bound by any employment agreement or noncompete agreement with any person other than Employer. Executive further acknowledges and represents that the restrictions contained in this agreement do not impose an undue hardship on such person and, since such person has general business skills which may be used in industries other than that in which Employer conducts its business and do not deprive such person of its livelihood or business. So that Employer may enjoy the full benefit enforcement of the covenants contained set forth in this AgreementSection 5.6 by the Purchaser, Executive further agrees the permitted assigns of the Purchaser and any successors of the Purchaser. The Parties hereto hereby acknowledge and agree that any remedy at Law for any breach of the provisions of this Section 5.6 would be inadequate, and each of the Seller, and the Guarantor hereby consents, without derogating from any other right or remedy available, to the granting by any court of an injunction or other equitable relief, without the necessity of actual monetary loss being proved or any bond or similar security being posted, in order that the Restricted Period shall be tolled, and shall not run, during the period of any breach by Executive of any of the covenants contained in this Agreement. Finally, no claimed or threatened breach of such provisions may be effectively restrained. The provisions of this Agreement Section 5.6 do not intend to limit or other violation of law attributed derogate from any right or remedy otherwise available to Employer, or change in the nature or scope of Executive’s employment or other relationship with the Employer Group, shall operate to excuse Executive from the performance of Executive’s obligations under this AgreementPurchaser by Law.