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Competitive Ventures Sample Clauses

Competitive Ventures. The Company is engaged throughout the United States in the development and marketing of information systems, including computer software and related services, for hospitals, physician groups, laboratories, and clinics, and also for providers of information services to such groups (such activities, products and services being referred to herein as the "Medical Information Systems Business"). Employee recognizes that the Company's medical information systems work together and are designed to share common files, architectures, a "look and feel," and other elements. Subject to the limitations set forth in Section 7.5 below, in the event of the termination of Employee's employment hereunder for any reason, the Employee agrees that for a period of twelve (12) months from the date of such termination (the "Prohibition Period"), he will not: 7.2.1 Engage directly for himself, or jointly with or on behalf of any person, entity or venture involved in the Medical Information Systems Business, or any other business in which the Company was engaged at the time of such termination of employment, and 7.2.2 Work for or become employed by or associated with any person, entity or venture engaged in the Medical Information Systems Business, including, by way of example and without limitation, the entities listed in Schedule A attached hereto and made a part hereof (which entities together with their successors and assigns, are referred to herein as the "Designated Entities"), where either (i) the Employee's duties will be substantially similar to those he has performed for the Company hereunder, or (ii) the Employee's duties would be likely to involve, or require, or would involve or require, disclosure or use of Proprietary Information. For example, and without limiting the generality of the foregoing, if Employee is employed by the Company as a computer programmer working on medical information systems, he or she shall not, during the Prohibition Period, work as a computer programmer on medical information systems. As another example, if Employee is employed by the Company as a salesperson selling medical instruments or Systems, he or she shall not work during the Prohibition Period as a salesman or a marketer of medical information systems.
Sample 1
Competitive Ventures. The Company is engaged throughout the United States in the development and marketing of information systems, including computer software and related services, for hospitals, physician groups, laboratories, and clinics, and also for providers of information services to such groups (such activities, products and services being referred to herein as the ("Medical Information Systems Business"). Optionee recognizes that the Company's medical information systems work together and are designed to share common files, architectures, a "look and feel," and other elements. In the event of the termination of Optionee's employment hereunder for any reason, the Optionee agrees that for a period of twelve (12) months from the date of such termination (the "Prohibition Period"), he/she will not: (i) Engage directly for himself/herself, or jointly with or on behalf of any person, entity or venture involved in the Medical Information Systems Business, or any other business in which the Company was engaged at the time of such termination of employment, and (ii) Work for or become employed by or associated with any person, entity or venture engaged in the Medical Information Systems Business, where either (i) the Optionee's duties will be substantially similar to those he/she has performed for the Company hereunder, or (ii) the Optionee's duties would be likely to involve, or require, or would involve or require, disclosure or use of proprietary information
Sample 1
Competitive Ventures. It is understood that Property Manager is engaged in the development, management, leasing and sale of real estate similar to the business of Owner and may, from time to time, agree to develop, manage, lease and sell other real estate which may compete with the business of Owner. Owner hereby consents to the pursuit of such competitive ventures by Property Manager and acknowledges that such ventures shall not be deemed wrongful or improper so long as neither Property Manager nor its affiliates shall solicit any Tenants in the Premises or attempt to induce such Tenants to relocate out of the Premises and into a competing property owned, controlled, or managed directly or indirectly by Property Manager or any affiliate thereof during the term of such Tenant's lease in the Premises. Property Manager agrees to fulfill its duties under this Agreement in a first class manner and shall use its best efforts to market the Premises to all qualified prospective tenants interested in occupying Class A office space in Charlotte, North Carolina.
Sample 1
Competitive Ventures. OJT, ORBA and JBC agree that during the Term hereof, none of them, nor any subsidiary of any of them, shall have any material financial interest in any coal transshipment facilities located on the Mississippi River within 200 river miles of the Facility unless all proposals for the transshipment of coal through such facilities shall first have been submitted to Interstate for approvals as Third Party Coal contracts for the Facility, or any such potential Third Party User shall have certified to OJT and Interstate in writing its objections to use of the Facility, specifying the reasons therefor provided that nothing contained herein shall limit the right of either ORBA or JBC, or any affiliate of either, from participating in the design, construction or erection of any coal handling facilities, nor shall the provision hereof extend to any contact with a single transshipper for an annual volume of coal in excess of the then remaining unused reasonable capacity of the Facility.
Sample 1
Competitive Ventures. The Company acknowledges that, during the Consulting Period, the Consultant will engage in other business endeavors, one or more of which may be competitive with the businesses of the Company.
Sample 1
Competitive Ventures. 4.5.1 Each Member agrees that neither it nor its Affiliates will develop, purchase, own or manage any competitive hotel (other than a Property or other hotels in respect of which any Member has undertaken any planning or development activity, or that is owned, operated by any Member or their respective Affiliates, as of the date hereof) within a five-mile radius of any of the Properties (a “Competitive Venture”) unless, with respect to each such Competitive Venture, the acquiring or developing party has offered to the other Member hereunder the right to participate in the ownership, development and management of such property on terms substantially similar to the terms available to the offering Member, at the rate of 66.7% Investor Member participation/ 33.3% Waterford Member participation, in the case of a Competitive Venture located within five miles of a Stabilized Asset, and at the rate of 50% Investor Member participation/50% Waterford Member participation, in the case of a Competitive Venture located within five miles of a Development Asset, together, in each case, with a management agreement with Property Manager in the form incorporated herein by reference. If the proposed Competitive Venture is within five miles of both a Development Asset and a Stabilized Asset, the participation percentage shall be determined by the nearest asset. 4.5.2 The Member seeking to develop, purchase, own or manage a Competitive Venture shall submit to the other Member, in confidence, each of the following (to the extent that each such item is applicable and available, given the nature of the proposed Competitive Venture) (the “Venture Package”): A. a description of the Competitive Venture and of the real property to be purchased or otherwise acquired, including survey and title information if available; B. financial projections with respect to the Competitive Venture for a minimum of five years, and, in the case of an acquisition, historical financial statements with for a minimum of three years, to the extent available; such financial statements to include projected operating statements, and a before- and after-tax calculation (based upon a pro forma tax rate) of (i) the projected internal rate of return to be derived from the proposed investment in the Competitive Venture, and (ii) the unleveraged yield on cost to be derived from the Competitive Venture; C. a detailed, itemized acquisition and, if applicable, initial development budget containing all line items custo...
Sample 1

Related to Competitive Ventures

  • Competitive Business “Competitive Business” shall mean an enterprise that is in the business of offering banking products and/or services, which services and/or products are similar or substantially identical to those offered by the Bank during Executive’s employment with the Bank.

  • Competitive Activities During the term of this Agreement, Consultant will not, directly or indirectly, in any individual or representative capacity, engage or participate in or provide services to any business that is competitive with the types and kinds of business being conducted by Company.

  • Competitive Products Competitive Products" means products that serve the same function as, or that could be used to replace, products the Company provided to, offered to, or was in the process of developing for a present, former, or future possible customer/partner at any time during the twelve (12) months immediately preceding the last day of Participant's employment (or at any time during Participant's employment if Participant was employed for less than 12 months), with which Participant had direct responsibility for the sale or development of such products or managing those persons responsible for the sale or development of such products.

  • Competitive Activity (i) The Participant shall be deemed to have engaged in “Competitive Activity” if, during the period commencing on the date hereof and ending on the later of (x) the date that is 12 months after the date the Participant’s Employment with the Company and its Subsidiaries is terminated or (y) the maximum number of years of base salary the Participant is entitled to receive as severance under any agreement with, or plan or policy of the Company or an Affiliate (the “Restricted Period”), the Participant, whether on the Participant’s own behalf or on behalf of or in conjunction with any other person or entity, directly or indirectly violates any of the following prohibitions: (A) During the Restricted Period, the Participant will not solicit or assist in soliciting in a Competitive Business (as defined below) the business of any client or prospective client: (1) with whom the Participant had personal contact or dealings on behalf of the Company during the one-year period preceding the Participant’s termination of Employment; (2) with whom employees directly reporting to the Participant (or the Participant’s direct reports) have had personal contact or dealings on behalf of the Company during the one year immediately preceding the Participant’s termination of Employment; or (3) for whom the Participant had direct or indirect responsibility during the one year immediately preceding the Participant’s termination of Employment. (B) During the Restricted Period, the Participant will not directly or indirectly: (1) engage in any business that is engaged in, or has plans to engage in, at any time during the Restricted Period, any activity that competes in the business of manufacturing and marketing food products that directly compete with the core brands of the Company as of the Termination Date (and for such purpose, a “core brand” shall be any brand generating annual revenues in an amount equal to at least 5% of the Company’s annual revenues, in the fiscal year preceding the fiscal year of such Termination Date) in any geographical area that is within 100 miles from any geographical area where the Company or its Affiliates manufactures and markets its products or services (a “Competitive Business”); (2) enter the employ of, or render any services to, any Person (or any division or controlled or controlling affiliate of any Person) who or which engages in a Competitive Business; (3) acquire a financial interest in, or otherwise become actively involved with, any Competitive Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (4) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the Company or any of its Affiliates and customers, clients, suppliers, partners, members or investors of the Company or its Affiliates. (C) Notwithstanding anything to the contrary in this Agreement, the Participant may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Competitive Business which are publicly traded on a national or regional stock exchange or on the over-the-counter market if the Participant (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (D) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (1) solicit or encourage any employee of the Company or its Affiliates to leave the employment of the Company or its Affiliates; or (2) hire any such employee who was employed by the Company or its Affiliates as of the date of the Participant’s termination of Employment with the Company or who left the employment of the Company or its Affiliates coincident with, or within 120 days (one year in the case of any such employee who reported directly to the Participant immediately preceding the Participant’s termination of Employment (or the Participant’s direct reports)) prior to or after, the termination of the Participant’s Employment with the Company. (3) During the Restricted Period, the Participant will not, directly or indirectly, solicit or encourage to cease to work with the Company or its Affiliates any consultant then under contract with the Company or its Affiliates, is such action would result in the Company being disadvantaged. Any solicitation or hiring, that the Participant is not personally involved in, of an employee or former employee of the Company through general advertising shall not, of itself, be a breach of this Section 7(a)(i)(D) (ii) It is expressly understood and agreed that although the Participant and the Company consider the restrictions contained in this Section 7 to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against the Participant, the provisions of this Agreement shall not be rendered void but shall be deemed amended to apply as to such maximum time and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein (iii) The period of time during which the provisions of this Section 7 shall be in effect shall be extended by the length of time during which the Participant is in breach of the terms hereof as determined by any court of competent jurisdiction on the Company’s application for injunctive relief.

  • Competing Business Competing Business" means any financial institution or trust company that competes with, or will compete in any of the Counties with, the Bank or any affiliate of the Bank. The term "Competing Business" includes, without limitation, any start-up or other financial institution or trust company in formation.

  • Other Business Activities of the Holders Each Holder acknowledges that the other Holders may make loans or otherwise extend credit to, and generally engage in any kind of business with, any Borrower Party Affiliate, and receive payments on such other loans or extensions of credit to any Borrower Party Affiliate and otherwise act with respect thereto freely and without accountability, but only if none of the foregoing violate the Mortgage Loan Documents, in the same manner as if this Agreement and the transactions contemplated hereby were not in effect.

  • Other Business Ventures The Executive agrees that, so long as he is employed by the Company, he will not own, directly or indirectly, any controlling or substantial stock or other beneficial interest in any business enterprise which is engaged in, or competitive with, any business engaged in by the Company. Notwithstanding the foregoing, the Executive may own, directly or indirectly, up to 5% of the outstanding capital stock of any business having a class of capital stock which is traded on any national stock exchange or in the over-the-counter market.

  • Other Business Opportunities The Member and any person or entity affiliated with the Member may engage in or possess an interest in other business opportunities or ventures (unconnected with the Company) of every kind and description, independently or with others, including, without limitation, businesses that may compete with the Company. Neither the Member or any person or entity affiliated with the Member shall be required to present any such business opportunity or venture to the Company, even if the opportunity is of the character that, if presented to the Company, could be taken by it. Neither the Company nor any person or entity affiliated with the Company shall have any rights in or to such business opportunities or ventures or the income or profits derived therefrom by virtue of this Agreement, notwithstanding any duty otherwise existing at law or in equity. The provisions of this Section shall apply to the Member solely in its capacity as member of the Company and shall not be deemed to modify any contract or arrangement, including, without limitation, any noncompete provisions, otherwise agreed to by the Company and the Member.

  • Other Business Activities During the Term, Employee will not, without the prior written consent of the Company, directly or indirectly engage in any other business activities or pursuits whatsoever, except activities in connection with any charitable or civic activities, personal investments and serving as an executor, trustee or in other similar fiduciary capacity; provided, however, that such activities do not interfere with his performance of his responsibilities and obligations pursuant to this Agreement.

  • Restricted Territory Executive and Company understand and agree that Company’s business is not geographically restricted and is unrelated to the physical location of Company facilities or the physical location of any Competing Business, due to extensive use of the Internet, telephones, facsimile transmissions and other means of electronic information and product distribution. Executive and Company further understand and agree that Executive will, in part, work toward expanding Company’s markets and geographic business territories and will be compensated for performing this work on behalf of Company. Accordingly, Company has a protectable business interest in, and the parties intend the Restricted Territory to encompass, each and every location from which Executive could engage in a Competing Business in any country, state, province, county or other political subdivision in which Company has clients, employees, suppliers, distributors or other business partners or operations. If, but only if, this Restricted Territory is held to be invalid on the ground that it is unreasonably broad, the Restricted Territory shall include each location from which Executive can conduct business in any of the following locations: each state in the United States in which Company conducts sales or operations, each province within Canada in which Company conducts sales or operations, and each political subdivision of the United Kingdom in which Company conducts sales or operations. If, but only if, this Restricted Territory is held to be invalid on the grounds that it is unreasonably broad, then the Restricted Territory shall be any location within a fifty (50) mile radius of any Company office.

Most Referenced Clauses

Most Referenced Definitions