Covenant Against Competition. During the period of Participant’s employment and for two (2) years after his or her Last Day of Employment, Participant acknowledges and agrees he or she will not, directly or indirectly, establish or engage in any business or organization, or own or control any interest in, be employed by, or act as an officer, director, consultant, advisor, or lender to, any of the following located in those geographic markets where Participant has had direct and substantial involvement in Company’s operations in such geographic markets: (a) any entity that engages in any business competitive with the business activities of Company including, without limitation, its assisted and digital (including software) tax services businesses (“Prohibited Companies”); (b) any financial institution or business where any of Participant’s duties or activities would relate to or assist in providing services or products to one or more of the Prohibited Companies for use in connection with products, services or assistance being provided to customers; or (c) any financial institution or business whose primary purpose is to provide services or products to one or more of the Prohibited Companies for use in connection with products, services or assistance being provided to customers. Without limiting clause (c), any financial institution or business whose profits or revenues from the provision of services or products to the Prohibited Companies exceeds 25% of total profits or revenues, as the case may be, shall be deemed to be covered by clause (c). For Participants whose primary place of employment as of the Last Day of Employment is in Puerto Rico or Arizona, the restrictions in this Section 2.2 shall be limited to one (1) year following Participant’s Last Day of Employment. The restrictions in this Section 2.2 shall not apply if Participant’s primary place of employment as of the Last Day of Employment is in California or North Dakota; provided, however, to the extent permitted under such states’ laws, Company nevertheless retains all rights and remedies set forth in Sections 2.8 and 2.9 in lieu of enforcing the restrictive covenant set forth in this Section 2.2. Notwithstanding the foregoing, if Participant has a standalone employment agreement with Company and such employment agreement includes covenants against competition or non-solicitation of customers, the scope, but not the duration, of such covenants shall apply solely for purposes of Sections 2.2 and 2.4, but shall have no other...
Covenant Against Competition. Executive acknowledges that (i) the principal business of the Company Group is the manufacture, distribution and sale of iron castings and steel forgings for the heavy municipal market and selected segments of the industrial markets (collectively, the "Company Business"); (ii) the Company Business is national in scope; (iii) Executive's work for Employer and the Company Group has given and will continue to give him access to the confidential affairs and proprietary information of the Company Group (collectively, "Confidential Company Information"); (iv) the continued success of the Company Group depends in large part on keeping this information from becoming known to its competitors; and (v) each of ACP and Employer would not have entered into this Agreement but for the covenants and agreements set forth in this Article IV. Accordingly, Executive covenants and agrees that:
(a) During the period commencing on the date hereof and ending on the two-year anniversary following the Employment Period (the "Restricted Period"), Executive shall not in the United States of America, directly or indirectly, own, operate, manage, control, participate in, consult with, advise, or otherwise engage (including by himself, in association with any Person, or through any Person) (i) in the Company Business or in any business that provides any related services; (ii) in any business that otherwise competes with Employer or any other member of the Company Group as such businesses exist or are in process on the date of the termination of the Employment Period; or (iii) become interested in any such Person (other than Employer) as a partner, shareholder, principal, agent, consultant or in any other relationship or capacity; provided, that Executive may own, directly or indirectly, solely as an investment, securities of any such Person that are traded on any national securities exchange or NASDAQ if Executive (A) is not a controlling person of, or a member of a group that controls, such Person, (B) does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person and (C) has no active participation in the business of such Person.
(b) During and after the Restricted Period, Executive shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of Employer and any other member of the Company Group, all Confidential Company Information includi...
Covenant Against Competition. The Employee acknowledges that: (i) the principal business of the Company and its subsidiaries is the design, marketing and manufacture of injection molded plastic products and assemblies (the "Present Business"); (ii) the Company and its subsidiaries is one of a limited number of entities within its industry which have developed the present business; (iii) the Present Business is national in scope; (iv) the Employee's work for the Company and its subsidiaries has given and will continue to give him access to the confidential affairs and proprietary information of the Company and its subsidiaries not readily available to the public; and (v) the agreements and covenants of the Employee contained in this Section 6.1 are essential to the business and goodwill of the Company. Accordingly, the Employee covenants that:
(a) Throughout the Employee's employment with the Company and for a period of two (2) years following the date that the Employee is given notice of termination from the Company (in the case of termination for disability, termination without cause or termination with cause) or for a period of two (2) years following the date that the Employee resigns from the Company (the "Restricted Period"), the Employee shall not, in the United States of America, directly or indirectly:
(1) engage in the Present Business or any other principal line of business developed by the Company during the Term (hereinafter collectively referred to as the "Company Business") for the Employee's own account; (2) render any services in any capacity to any person or entity (other than the Company or its subsidiaries) engaged in the Company Business; or (3) become interested in any entity engaged in the Company Business (other than the Company or its subsidiaries) as a partner, shareholder, principal, agent, trustee, consultant or in any other relationship or capacity; provided, however, the Employee may own, directly or indirectly, solely as an investment, securities of any such entity which are traded on any national securities exchange or NASDAQ if the Employee: (A) is not a controlling person of, or a member of a group which controls such entity and (B) does not, directly or indirectly, own ten percent (10%) or more of any class of securities of such entity.
(b) During the Restricted Period, the Employee shall keep secret and retain in strictest confidence, and shall not use for his benefit or the benefit of others, except in connection with the business and affairs of the ...
Covenant Against Competition. A. Executive acknowledges that his services to be rendered hereunder are of a special and unusual character which have a unique value to Employer, the loss of which cannot adequately be compensated by damages in an action at law. In view of the unique value to Employer of the services of Executive for which Employer has contracted hereunder, and because of the Confidential Information to be obtained by or disclosed to Executive as herein above set forth, and as a material inducement to Employer to enter into this Employment Agreement and to pay to Executive the compensation referred to in Section VI hereof and other consideration provided herein, Executive covenants and agrees that he will not during the term hereof and for a period of twelve (12) months from the date of termination of this Agreement for any reason (i) engage, directly or indirectly, in any business directly competitive with the asbestos abatement industrial safety or hazardous material remediation supply business of Employer (the "Activities") in any area within the states that the Company presently is conducting business or subsequently is conducting business at the time of the termination of this Agreement; (ii) call upon any customer or customers of the Employer for the purposes of engaging in any activities for any person, corporation, or entity other than Employer competitive with the Activities of the Employer; or (iii) divert, solicit or take away any customer or customers of the Employer for the purpose of engaging in any activities competitive with the Activities of the Employer.
B. Executive covenants and agrees that if he shall violate any of his covenants or agreements provided for pursuant to this Section, Employer shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or benefits which Executive, directly or indirectly, has realized and/or may realize as a result of, growing out of, or in connection with any such violation; such remedy shall be in addition to and not in limitation of any injunctive relief or other rights or remedies to which Employer may be entitled to at law or in equity or under this Employment Agreement.
Covenant Against Competition. Executive agrees that during the term of Executive's employment hereunder and (i) if Executive's employment is terminated by the Company for Cause or by Executive without Good Reason, until the first anniversary of the date of his termination or (ii) if Executive receives the Severance Payment described in Section 7.1(a) of this Agreement because of a termination of his employment by the Company without Cause or by Executive for Good Reason, from the date of such termination through the third anniversary of such termination date, Executive shall not, directly or indirectly, as an employee, employer, shareholder, proprietor, partner, principal, agent, consultant, advisor, director, officer, or in any other capacity,
(1) engage in activities involving the development or operation of a manufacturers outlet shopping center which is located within a radius of fifty (50) miles of a retail shopping facility which, within the 365 day period ending on the date of the termination of Executive's employment hereunder, was owned (with an effective ownership interest of 50% or more), directly or indirectly, by the Company or was operated by the Company;
(2) engage in activities involving the development or operation of a manufacturers outlet shopping center which is located within a radius of fifty (50) miles of any site which, within the 365 day period ending on the date of the termination of Executive's employment hereunder, the Company or its affiliate negotiated to acquire and/or lease for the development or operation of a retail shopping facility;
(3) engage in activities involving the development or operation of any other type of retail shopping facility which is located within a radius of five (5) miles of, and competes directly for tenants with, a retail shopping facility which, within the 365 day period ending on the date of the termination of Executive's employment hereunder, was (i) under development by the Company or its affiliate; (ii) owned (with an effective ownership interest of 50% or more), directly or indirectly, by the Company; or (iii) operated by the Company.
Covenant Against Competition. During the Executive’s employment with the Company or any subsidiary or affiliate, and thereafter during the longer of: (i) the Severance Period, if any, or (ii) twelve (12) months following the Executive’s Termination Date (irrespective of the reason for the Executive’s termination and without any reduction or modification), the Executive shall not, without the prior written consent of the Board directly or indirectly engage or become a partner, director, officer, principal, employee, consultant, investor, creditor or stockholder in/for any business, proprietorship, association, firm or corporation not owned or controlled by the Company or its subsidiaries or affiliates which is engaged or proposes to engage or hereafter engages in a business competitive directly or indirectly with the business conducted by the Company or any of its subsidiaries or affiliates in any geographic area in which the Company is or was engaged in or actively planning to engage in business as of the Executive’s Termination Date or during the previous twelve (12) month period; provided, however, that the Executive is not prohibited from owning one percent (1%) or less of the outstanding capital stock of any corporation whose stock is listed on a national securities exchange.
Covenant Against Competition. While the Executive is employed by the Company and for a period of two years after the Date of Termination (whether or not termination constitutes a breach of this Agreement) or from the entry by a court of competent jurisdiction of a final judgment enforcing these restrictions, whichever is later (such period commencing on the date hereof is hereinafter referred to as the "Restricted Period"), the Executive shall not, directly or indirectly, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, or be a proprietor, director, officer, stockholder, member, partner or an employee or agent of, or a consultant to, any business, firm, corporation, partnership or other entity now or hereafter which engages in (A) the Present Business, or (B) any other principal line of business developed by the Company after the date hereof but prior to the Date of Termination (a "New Business") in any state or country in which the Company has conducted business during the term of this Agreement. For purposes of the foregoing, entities that currently engage in the Present Business and therefore fall within the covenants contained herein include, but are not limited to, Enhance Re, RamRe, AXA Re, AMBAC, FGIC, ACA, CGA, FSA, MBIA, PMI, CMAC, GE Mortgage, MGIC, Triad Republic and United Guaranty, as well as any other business, firm, corporation, partnership or other entity for which any present or former chief executive officer of the Company serves in an executive officer, partner, manager or similar senior position. Notwithstanding the foregoing, however, the Executive may own, directly or indirectly, solely as an investment, securities of any business, firm, corporation, partnership or other entity which are traded on any national securities exchange or the Nasdaq National Market if the Executive (A) is not a controlling person of, or a member of a group which controls, such entity and (B) does not, directly or indirectly, own 1% or more of any class of securities of such entity.
Covenant Against Competition. Executive covenants and agrees that: ----------------------------
(a) During the Non-Compete Period (as hereinafter defined), Executive shall not, directly or indirectly, in any Geographic Area (as hereinafter defined): (i) engage for Executive's own account in any business competitive with the Company Business (as hereinafter defined); (ii) render any services in any capacity to any person or entity (other than the Company or its Affiliates) engaged in any business competitive with the Company Business; or (iii) acquire an interest in any person or entity engaged in any business competitive with the Company Business (other than the Company) as a partner, shareholder, director, officer, employee, principal, manager, member, agent, trustee, consultant or in any other relationship or capacity; provided, however, Executive may own, -------- ------- directly or indirectly, solely as a passive investment, securities of any such entity which are traded on any national securities exchange if Executive (A) is not a controlling person of, or a member of a group which controls, such entity, and (B) does not, directly or indirectly, own 1% or more of any class of securities of such entity.
(b) During the Non-Compete Period, Executive shall not, without the prior written consent of the Company, directly or indirectly, on behalf of himself or any other person or entity solicit or encourage any employee of the Company or any of its Affiliates to leave the employment of the Company or any of its Affiliates, or hire any employee who has left the employment of the Company or any of its Affiliates within one year of the termination of such employee's employment with the Company or any of its Affiliates.
(c) During any portion of the Non-Compete Period during which Executive is not employed by the Company, Executive shall not, in any Geographic Area, and in connection with any business competitive with the Company's Business (as hereinafter defined), directly or indirectly, (i) solicit or encourage any customer or client of the Company to engage the services of Executive or any person or entity (other than the Company) in which Executive is a partner, shareholder, director, officer, employee, principal, member, manager, agent, trustee, consultant or engaged in any other relationship or capacity, or (ii) accept orders or business from, or agree to provide services to, any customer or client of the Company, on behalf of Executive or any person or entity (other than the Company...
Covenant Against Competition. The covenant against competition herein described shall apply as follows:
(a) during the Term;
(b) as to Section 6.2(d)(i), for a period of eighteen (18) months following a termination of the Executive’s employment for any reason (other than due to the Executive’s death);
(c) as to Section 6.2(d)(iii), for a period of eighteen (18) months following a termination of the Executive’s employment for any reason (other than due to the Executive’s death); and
(d) as to Section 6.2(d)(ii) and 6.2(d)(iv), at any time during and after the Executive’s employment with the Company and its subsidiaries (and the predecessors of either). During the time periods described hereinabove, the Executive covenants as follows:
(i) The Executive shall not, directly or indirectly, own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director or in any other individual or representative capacity, engage or participate in: (1) any Multi-family REIT; or (2) other financial investment business which owns multi-family residential properties as its primary business if such business is in competition in any manner whatsoever with the Business of the Company in any state or country or other jurisdiction in which the Company conducts its Business as of the date of termination (an “Other Competitive Business”); provided, however, that, notwithstanding the foregoing, (i) the restriction described in clause (1) of this Section 6.2(d)(i) shall, following any termination of the Executive’s employment described in Section 6.2(b) above, be limited so as to apply only to any Multi-family REIT the shares of which are traded on a national securities exchange, (ii) the restriction described in clause (2) of this Section 6.2(d)(i) shall, following any termination of the Executive’s employment described in Section 6.2(b) above, be limited so as to apply only to any Other Competitive Business that has assets in excess of Eight Hundred Million and No/00 Dollars ($800,000,000), (iii) with the express written consent of the Board as to each such entity, the Executive may, solely for investment purposes and without participating in the business thereof actively or passively, directly or indirectly, own or participate in the ownership of any entity which he owned or managed or participated in the ownership or management ...
Covenant Against Competition. Executive agrees that he holds an executive level position with NFM, and Executive further agrees that by virtue of his position he has had access and will continue to have access to NFM’s Confidential Information and Trade Secrets (as those terms are defined below), and Executive further agrees that NFM has a legitimate business interest in preventing Executive from putting to a competitive use the information and relationships which pertain to NFM that Executive acquired in the course of his employment, and in protecting its customer base. Accordingly, Executive agrees to the following:
(i) The Executive acknowledges and agrees that the principal business of NFM is the sale, promotion and electronic distribution of adult themed programming and events, whether such adult themed programming and events are sold, promoted, or electronically distributed by means now known or hereafter discovered including but not limited to the Internet, satellite systems, cable systems, hotels, IPTV, mobile and/or stand alone systems (the “Business”).
(ii) In addition, the Executive acknowledges and agrees that: NFM is one of the limited number of companies who have developed the Business; the Executive’s work for NFM has given and will continue to give him access to the Confidential Information and Trade Secrets of the Company; the value of all goodwill resulting from the operation of the Business of NFM and its subsidiaries and other affiliates should properly belong to NFM; the covenants and agreements of the Executive in this Section are necessary to preserve the value of such goodwill for the benefit of NFM; the proprietary technologies developed by NFM and its predecessors offer NFM a distinct competitive advantage, and NFM would not have entered into this Agreement but for the covenants and agreements set forth in this Section. Accordingly, the Executive covenants and agrees that:
(a) By and in consideration of the salary and benefits to be provided by NFM hereunder, including the severance arrangements set forth herein, and in consideration of the Executive’s executive position and exposure to the Confidential Information and Trade Secrets of NFM, the Executive covenants and agrees that, during the period commencing on the date hereof and ending one (1) year following the date upon which the Executive shall cease to be paid any compensation by NFM (the “Restricted Period”), he shall not anywhere in the Restricted Territory, directly or indirectly: engage in any eleme...
