Basic Covenant. In order to induce the Executive to remain in the -------------- employ of the Company and in consideration of the Executive's covenants set forth in Section 4 hereof, the Company agrees, under and subject to the terms and conditions set forth herein, that (a) upon a Change in Control during the term of this Agreement, certain benefits shall be paid to the extent set forth in Section 5 hereof, and (b) if the Executive is discharged or terminated without Cause in Anticipation of a Change of Control, the Company shall pay to the Executive the benefits and other payments provided for hereunder to the same extent as if the Executive had remained employed by the Company on the date of the Change in Control.
Basic Covenant. During the term of this Agreement and for the period ending on the first anniversary of the date of termination of employment (the "Restricted Period") for any reason, the Employee will not, directly or indirectly, on the Employee's own behalf or in the service of or on behalf of any other individual or entity, compete with the Company in the Business within the Geographical Area (as hereinafter defined). The term "compete" means to engage, directly or indirectly, on the Employee's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Employee at no time owns, directly or indirectly, in excess of five percent of the outstanding stock of any class of any such corporation and does not participate in its management) in providing management, executive, marketing or other services. For purposes of this Agreement, the term "Geographical Area" means those areas in the United States and in foreign countries in which the Employee or the Company is or has engaged in providing or marketing Business products or services at any time prior to the termination of employment. The Geographical Area currently includes Alabama, Arkansas, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maryland, Mississippi, Missouri, New Jersey, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia.
Basic Covenant. The parties hereto acknowledge that the Executive is a critical employee of the Company and as such is receiving valuable benefits from the Company under the terms and conditions of this Agreement. Executive acknowledges that as a material inducement for Company to enter into an employment relationship with Executive and offer the substantial benefits as provided for in this Agreement, Executive agrees to enter into and be bound by the non-competition covenant contained in this Section 6. During the period in which the Executive serves as an employee of the Company and for the period ending eighteen (18) months following the date of termination of employment for any reason and regardless of the circumstances thereof, the Executive shall not directly or indirectly, on the Executive's own behalf or in the service of or on behalf of any other individual or entity, compete with the Company and its Affiliates in the Designated Industry within the Geographical Area (as hereinafter defined). The term "compete" means to engage, directly or indirectly, on the Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time owns, directly or indirectly, in excess of five percent of the outstanding stock of any class of any such corporation and does not participate in its management) in providing management, employment, marketing or other services in the Designated Industry within the Geographical Area.
Basic Covenant. During the term of this Agreement and continuing until the first anniversary of the date of termination of the Executive's employment with the Company for any reason (the "Restricted Period"), the Executive will not, directly or indirectly, on the Executive's own behalf or in the service of or on behalf of any other individual or entity, compete with the Company in the business of providing dental and/or vision health care services and any and all activities related thereto including, without limitation, network-based dental and/or vision care, reduced fee-for-service, PPO and/or indemnity dental and/or vision plans and/or third party administration (the "Business") within the Geographical Area (as hereinafter defined). The term "compete" means to engage, directly or indirectly, on the Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time owns, directly or indirectly, in excess of five percent of the outstanding stock of any class of any such corporation and does not participate in its management) in providing management, executive, marketing or other services. For purposes of this Agreement, the term "Geographical Area" means those areas in the United States and in foreign countries in which the Executive or the Company is or has engaged in providing or marketing Business products or services at any time prior to the termination of employment. The Geographical Area currently includes Alabama, Arizona, Arkansas, Colorado, District of Columbia, Florida, Georgia, Idaho, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maryland, Mississippi, Missouri, Nebraska, Nevada, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, South Carolina, Tennessee, Texas, Utah, Virginia, Washington, and West Virginia
Basic Covenant. For five years after the Closing Date, neither Seller, nor any Seller Affiliate, will, directly or indirectly, as an owner, partner, shareholder, manager or joint venturer (a) engage in the business of originating asset-based commercial business loans (provided that this provision will not restrict the right of the Sellers and their Affiliates to engage in the businesses of (i) participating in commercial business loan credit facilities, or (ii) originating commercial real estate loans or commercial insurance premium loans); or (b) solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the asset-based commercial loan customers of any Acquired Company or the Buyer.
Basic Covenant. During the term of this Agreement and continuing until the first anniversary of the date of termination of the Executive's employment with the Company for any reason (the "Restricted Period"), the Executive will not, directly or indirectly, on the Executive's own behalf or in the service of or on behalf of any other individual or entity, compete with the Company in the business of providing full-service dental benefits and offering network-based dental care, reduced fee-for-service, third party administration and dental practice management (the "Business") within the Geographical Area (as hereinafter defined). The term "compete" means to engage, directly or indirectly, on the Executive's own behalf or in the service of or on behalf of any other individual or entity, either as a proprietor, employee, agent, independent contractor, consultant, director, officer, partner or stockholder (other than a stockholder of a corporation listed on a national securities exchange or whose stock is regularly traded in the over-the-counter market, provided that the Executive at no time owns, directly or indirectly, in excess of five percent of the outstanding stock of any class of any such corporation and does not participate in its management) in providing management, executive, marketing or other services. For purposes of this Agreement, the term "Geographical Area" means those areas in the United States and in foreign countries in which the Executive or the Company is or has engaged in providing or marketing Business products or services at any time prior to the termination of employment. The Geographical Area currently includes Alabama, Arizona, Arkansas, Colorado, Florida, Georgia, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maryland, Mississippi, Missouri, North Carolina, Ohio, Oklahoma, Pennsylvania, South Carolina, Tennessee, Texas, Virginia and West Virginia.
Basic Covenant. The Seller agrees that for a period of four years from and after the Closing Date (the "Non-Compete Term") it shall not, directly or indirectly, as an officer, director, employee, consultant, principal, partner, member, shareholder or otherwise: (i) engage in the business of a contract research organization providing clinical research and drug development services to pharmaceutical and biotechnology companies (the "Business"), or engage in the business of providing medical education and communications services including organizational and meeting management services and publishing and editorial services related to medical education to pharmaceutical companies or medical associations ("HCC Business"), in any Province of Canada or in any other jurisdiction or country outside Canada: (x) in which HCC or any of its subsidiaries or affiliates conducted business or had operations immediately prior to consummation of the transactions contemplated by this Agreement; or (y) in which HCC or Kendxx, xx any time during the Non-Competition Term, engages in the Business; or (ii) solicit or accept orders that relate specifically to the Business from any customer or active potential customer of HCC existing on the Closing Date.
Basic Covenant. The Seller agrees that for a period of four years from and after the Closing Date (the "Non-Compete Term") it shall not, directly or indirectly, as an officer, director, employee, consultant, principal, partner, member, shareholder or otherwise: (i) engage in the business of a contract research organization (within the meaning of 21 CFR Part 312.3), providing clinical research and drug development services to pharmaceutical and biotechnology companies (the "Business"), or engage in the business of providing medical education and communications services including organizational and meeting management services and publishing and editorial services related to medical education to pharmaceutical companies or medical associations ("HCC Business"), in any state of the United States of America or in any other jurisdiction or country outside the United States of America: (x) in which HCC or any of its subsidiaries or affiliates conducted business or had operations immediately prior to consummation of the transactions contemplated by this Agreement; or (y) in which HCC or Kendxx, xx any time during the Non-Competition Term, engages in the Business; or (ii) solicit or accept orders
Basic Covenant. The Sellers agree that for a period of four years from and after the Closing Date (the "Non-Competition Term") they shall not, directly or indirectly, as an officer, director, employee, consultant, principal, partner, member, shareholder or otherwise, except on behalf of Kendxx xx its subsidiaries or assigns or for its or their benefit: (i) engage in the business of a contract research organization (within the meaning of 21 CFR Part 312.3), providing clinical research and
Basic Covenant. 43 (b) Remedies for Breach of Non-Competition Covenant.................44 (c) Liquidated Damages..............................................45 11. MISCELLANEOUS............................................................45 (a) Nature of Certain Obligations...................................45 (b) Press Releases and Public Announcements.........................45 (c) No Third-Party Beneficiaries....................................45 (d) Entire Agreement................................................46 (e) Succession and Assignment.......................................46 (f) Counterparts....................................................46 (g) Headings........................................................46 (h) Notices.........................................................46 (i) Governing Law...................................................47 (j)
