Covenant Not to Compete. 4.1 Employee hereby covenants and agrees with the Company that during the term hereof and for a period expiring two years after the termination or expiration of this Agreement, Employee will not directly or indirectly (i) operate, develop or own any interest other than the ownership of less than five percent (5%) of the equity securities of a publicly traded company, in any business which has significant (viewed in relation to the business of the Company) activities relating to the ownership, management or operation of, or consultation regarding an HVAC service and replacement company (an "HVAC Business"); (ii) compete with the Company or its subsidiaries and affiliates in the operation or development of any HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iii) be employed by or consult with any business which owns, manages or operates an HVAC Business within fifty (50) miles of any HVAC Business owned by the Company; (iv) interfere with, solicit, disrupt or attempt to disrupt any past, present or prospective relationship, contractual or otherwise, between the Company, or its subsidiaries or affiliates, and any customer, client, supplier or employee of the Company, or its subsidiaries or affiliates; or (v) solicit any past, present or prospective management employee (including all corporate officers and managers, all regional managers and all general managers) of the Company, or its subsidiaries or affiliates, to leave their employment with the Company or its subsidiaries or affiliates, or hire any such employee to work in any capacity; provided, however, that this provision shall not apply if Employee's employment hereunder is terminated without cause prior to the expiration of the Agreement.
4.2 If a judicial determination is made that any of the provisions of this Section 4 constitutes an unreasonable or otherwise unenforceable restriction against Employee, the provisions of this Section 4 shall be rendered void only to the extent that such judicial determination finds such provisions to be unreasonable or otherwise unenforceable. In this regard, the parties hereto hereby agree that any judicial authority construing this Agreement shall be empowered to sever any portion of the territory or prohibited business activity from the coverage of this Section 4 and to apply the provisions of this Section 4 to the remaining portion of the territory or the remaining business activities not so severed by such judicial authority. Mo...
Covenant Not to Compete i. Employee agrees that during Employee’s employment with the Company and for the period of twelve (12) months immediately following Employee’s Termination Date (such period not to include any period(s) of violation or period(s) of time required for litigation to enforce the provisions of this Paragraph 8.A(i)) (the “Restricted Period”), Employee shall not, without the prior written consent of the Company, directly or indirectly, accept, obtain, or hold a Competitive Position within the Restricted Territory with a Competitor. Notwithstanding the foregoing, the provisions of this Paragraph 8.A(i) shall not apply from and after a Change in Control.
ii. Employee agrees that in the event Employee, without the Company’s prior written consent, directly or indirectly accepts, obtains, or holds a Competitive Position within the Restricted Territory with a Competitor during the period between the expiration date of the Restricted Period and the date of the Company’s final payment to Employee of any Termination Compensation under this Agreement (the “Concluding Compensation Period”), the Company shall be entitled to terminate any compensation, benefits, and/or remaining payments of the Termination Compensation otherwise payable to Employee under this Agreement and Employee forfeits such Termination Compensation. Notwithstanding the foregoing, the provisions of this Paragraph 8.A(ii) shall not apply from and after a Change in Control.
iii. Notwithstanding the foregoing, Employee may, as a passive investor, own capital stock of a publicly held corporation, which is actively traded in the over-the-counter market or is listed and traded on a national securities exchange, which constitutes or is affiliated with a Competitor, so long as Employee’s ownership is not in excess of five percent (5%) of the total outstanding capital stock of the Competitor.
Covenant Not to Compete. As a result of Employee’s employment by the Company: (i) Employee will have access to trade secrets and Confidential Information of the Company, including, but not limited to, valuable information about its intellectual property, business operations and methods, and the persons with which it does business in various locations throughout the world, that is not generally known to or readily ascertainable by a Competing Business, (ii) Employee will develop relationships with the Company’s customers and others with which the Company does business, and these relationships are among the Company’s most important assets, (iii) Employee will receive specialized knowledge of and specialized training in the Company’s Business, and (iv) Employee will gain such knowledge of the Company’s Business that, during the course of Employee’s employment with the Company and for a period of one year following the termination thereof, Employee could not perform services for a Competing Business without inevitably disclosing the Company’s trade secrets and Confidential Information to that Competing Business. Accordingly, Employee agrees to the following:
(a) While employed by the Company, Employee will not, without the express written consent of an authorized representative of the Company: (i) perform services (as an employee, independent contractor, officer, director, or otherwise) within the Territory for any Competing Business, (ii) engage in any activities (or assist others to engage in any activities) within the Territory that compete with the Company’s Business, (iii) own or beneficially own an equity interest in a Competing Business, (iv) request, induce, or solicit (or assist others to request, induce, or solicit) any customers, prospective customers, or suppliers of the Company to curtail or cancel their business with the Company, or to do business within the scope of the Company’s Business with a Competing Business, (v) request, induce, or solicit (or assist others to request, induce, or solicit) for the benefit of any Competing Business any employee or independent contractor of the Company to terminate his or her employment or independent contractor relationship with the Company, or (vi) employ (or assist others to employ) for the benefit of any Competing Business any person who has been employed by the Company within the last year of Employee’s employment with the Company.
(b) For a period of one year following the termination of Employee’s employment with the Company,...
Covenant Not to Compete. (i) The Company and its affiliates are currently engaged in the business of branded and generic pharmaceuticals, with a focus on product development, clinical development, manufacturing, distribution and sales & marketing. To protect the Confidential Information and other trade secrets of the Company and its affiliates as well as the goodwill and competitive business of the Company and its affiliates, Executive agrees, during the Employment Term and for a period of twelve (12) months after Executive’s cessation of employment with the Company, that Executive will not, unless otherwise agreed to by the Chief Executive Officer of Endo (following approval by the Chair of the Committee), anywhere in the world where, at the time of Executive’s termination of employment, the Company develops, manufactures, distributes, markets or sells its products, except in the course of Executive’s employment hereunder, directly or indirectly manage, operate, control, or participate in the management, operation, or control of, be employed by, associated with, or in any manner connected with, lend Executive’s name to, or render services or advice to, any third party or any business whose products or services compete in whole or in part with the products or services (both on the market and in development) material to the Company or any business unit on the termination date that constitutes more than 5% of the Company’s revenue on the termination date (a “Competing Business”); provided, however, that Executive may in any event (x) own up to a 5% passive ownership interest in any public or private entity and (y) serve on the board of any Competing Business that competes with the business of the Company and its affiliates as an immaterial part of its overall business, provided that Executive recuses Executive fully and completely from all matters relating to such business.
(ii) For purposes of this Section 11(b), any third party or any business whose products compete includes any entity with which the Company or its affiliates has had a product(s) licensing agreement during the Employment Term and any entity with which the Company or any of its affiliates is at the time of termination actively negotiating, and eventually concludes within twelve (12) months of the Employment Term, a commercial agreement.
(iii) Notwithstanding the foregoing, it shall not be a violation of this Section 11(b), for Executive to provide services to (or engage in activities involving): (A) a subsidiary, d...
Covenant Not to Compete. Seller agrees that, during the 3-year period immediately following the Closing, Seller shall not and shall cause its Subsidiaries, not to, within those countries set forth in Section 5.12 of the Company Disclosure Schedule, engage, directly or indirectly, in or directly or indirectly acquire, any ownership interest in any firm, corporation, partnership, proprietorship, limited liability company or other business entity that engages in the manufacturing of nitrogen (a “Competing Business”); provided, however, (i) that the restrictions contained in this Section 5.12 shall not restrict the ownership by Seller, its Subsidiaries, directly or indirectly, of less than 2% of the outstanding capital stock of any publicly traded company engaged in a Competing Business, (ii) it shall not be a violation of this Section 5.12 to operate a Competing Business that has been acquired by such Person, provided that such Competing Business accounted for less than 10% of the net revenues of the total business acquired and such Competing Business is sold within 12 months of such acquisition, (iii) nothing herein contained shall be construed to prevent Seller or its Affiliates from acquiring or merging with any business, Person or entity fifty percent (50%) or more of whose consolidated revenues for the most recently completed fiscal year prior to such acquisition were derived from businesses other than a Competing Business and, in such case, continuing to operate such Competing Business, (iv) nothing herein contained shall be construed to prevent Seller or its Affiliates from being acquired (through a merger or otherwise) by any business, Person or entity (a “Potential Acquirer”) who operates a Competing Business and who after such acquisition continues to operate a Competing Business so long as Seller and its direct subsidiaries do not operate a Competing Business and (v) that this Section 5.12 shall not apply to, prohibit or in anyway inhibit the Seller or its Subsidiaries from owning or operating its facility in North Bend, Ohio; provided, further that nothing in Section 5.12 shall prohibit the Seller or its Subsidiaries from buying, selling, trading or hedging natural gas, nitrogen or fertilizer in the Ordinary Course of Business.
Covenant Not to Compete. Employee acknowledges and agrees that Company has invested a great deal of time and money in developing relationships with its employees, customers, and “Merchandise Vendors” (as defined below). Employee further acknowledges and agrees that in rendering services to Company, Employee has been, will be and will continue to be exposed to and learn much information about Company’s business, including valuable Confidential Information and Trade Secrets, the Company’s employees, and the Company’s “Merchandise Vendors,” to which Employee would not have access if not for Employee’s employment with Company and which it would be unfair to disclose to others, or to use to Company’s disadvantage. Employee acknowledges and agrees that the restrictions contained in this Agreement are necessary and reasonable to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” Employee further acknowledges that Employee’s skills, education and training qualify Employee to work and obtain employment which does not violate this Agreement and that the restrictions in this Agreement have been crafted as narrowly as reasonably possible to protect Company’s legitimate business interests in its Trade Secrets, valuable Confidential Information and relationships and goodwill with its employees, customers, and “Merchandising Vendors.” In light of the foregoing, Employee agrees that he/she will not, at any point during his/her employment with Company, work for or engage or participate in any business, enterprise, or endeavor that in any way competes with any aspect of Company’s business or that otherwise conflicts with Company’s interests. In addition, for a period of one (1) year following the Separation Date, and regardless of the reason for separation, Employee shall not, within any geographic area in which Company does business at any time during Employee’s employment with Company: (a) become employed by or work for a “Competitor” (as defined below) in any position or capacity involving duties and/or responsibilities which are the same as or substantially similar to any of the duties and/or responsibilities Employee had with and/or performed for Company; or (b) perform or provide any services which are the same as or substantially similar to any of the services which Employee performed or provided for the Company, for or on behalf of any Competitor. F...
Covenant Not to Compete. In consideration for Executive's employment by the Company under the terms provided in this Agreement and as a means to aid in the performance and enforcement of the terms of the provisions of Paragraph 4, Executive agrees that:
(a) during the Period of Employment and for a period of twelve (12) months thereafter, regardless of the reason for termination of employment, Executive will not, directly or indirectly, as an owner, director, principal, agent, officer, employee, partner, consultant, servant, or otherwise, carry on, operate, manage, control, or become involved in any manner with any business, operation, corporation, partnership, association, agency, or other person or entity which is engaged in a business that is directly competitive with any of the Company's products which are produced or in development by the Company as of the date of Executive's termination of employment, anywhere in the world; provided, however, that the foregoing shall not prohibit Executive from owning up to one percent (1%) of the outstanding stock of a publicly held company engaged in activities competitive with that of the Company; and
(b) during the term of Executive's employment with the Company and for a period of twelve (12) months thereafter, regardless of the reason for termination of employment, Executive will not directly or indirectly solicit or induce any present or future employee of the Company or any affiliate of the Company to accept employment with Executive or with any business, operation, corporation, partnership, association, agency, or other person or entity with which Executive may be associated, and Executive will not knowingly employ or cause any business, operation, corporation, partnership, association, agency, or other person or entity with which Executive may be associated to employ any present or future employee of the Company without providing the Company with ten (10) days' prior written notice of such proposed employment. Should Executive violate any of the provisions of this Paragraph, then in addition to all other rights and remedies available to the Company at law or in equity, the duration of this covenant shall automatically be extended for the period of time from which Executive began such violation until he permanently ceases such violation.
Covenant Not to Compete. (a) The Employee acknowledges that (i) as a result of his position and tenure with the Company he has received and will continue to receive specialized and unique training and knowledge concerning the Company, its business, its customers and the industry in which it competes, (ii) the Company's business, in large part, depends upon its exclusive possession and use of the Proprietary Information (as defined in Section 27), (iii) the Company is entitled to protection against the unauthorized disclosure or use by Employee of the Proprietary Information or the training and knowledge received by the Employee and (iv) he has received in this Agreement good and valuable consideration for the covenants he is making in this Section 6 and in Section 27. The Company and the Employee acknowledge and agree that the covenants contained in this Section 6 and in Section 27 are reasonably necessary for the protection of the Company and are reasonably limited with respect to the activities they prohibit, their duration, their geographical scope and their effects on the Employee and the public. The parties acknowledge that the purpose and effect of the covenants are to protect the Company from unfair competition by the Employee.
(b) Except as provided in the last sentence of this Section 6(b), during the period in which the Employee renders services to the Company under this Agreement and for eighteen (18) months thereafter, the Employee shall not, without the written consent of the Company, own, manage, operate, control, serve as an officer, director, employee, partner or consultant of or be connected in any way with or have any interest in any corporation, partnership, proprietorship or other entity which carries on business activities in competition with the Company's activities in any state of the United States or in any foreign country in which the Company has sold or installed its products or systems or has definitive plans to sell or install its products at any time prior to or at the time of the date of termination of the Employee's employment; except that the Employee may own up to 1% of the shares of any publicly-owned corporation, provided that none of his other relationships with such corporation violates such covenant. Notwithstanding the foregoing, the provisions of this Section 6 shall not apply if the Employee's employment with the Company under this Agreement is terminated (i) by the Company, unless the Employee is terminated in accordance with Section 7 or ...
Covenant Not to Compete. The Employee shall not, during the Term, including any extensions of the Term, and for a period of one (1) year thereafter (the "Restricted Period"), do any of the following directly or indirectly without the prior written consent of the Company:
(a) compete, directly or indirectly, with the Company or any of its respective affiliates or subsidiaries, or any of their respective successors or assigns, whether now existing or hereafter created or acquired (collectively, the "Related Companies"), or otherwise engage or participate, directly or indirectly, in any document management business conducted or contemplated to be conducted by a Related Company, as the same are conducted or contemplated to be conducted (as has been determined by the Board) during the Term with respect to any period during the Term or any other business conducted by the Company in which the Employee is or has been actively engaged (the "Restricted Business") within any geographic area located within the United States of America, its possessions or territories (the "Restricted Area");
(b) become interested (whether as owner, stockholder, lender, partner, co-venturer, director, officer, employee, agent, consultant or otherwise), directly or indirectly, in any person, firm, corporation, association or other entity that engages in the Restricted Business within the Restricted Area; provided, that nothing contained in this Section 8(b) shall prohibit Employee from owing, as a passive investor, not more than five percent (5%) of the outstanding securities of any class of any publicly-traded securities of any publicly held company listed on a well-recognized national securities exchange or on an interdealer quotation system of the National Association of Securities Dealers, Inc;
(c) solicit, call on, divert, take away, influence, induce or attempt to do any of the foregoing, in each case within the Restricted Area, with respect to the Company's or any of its Related Companies' (A) customers or distributors or prospective customers or distributors (wherever located) with respect to goods or services that are competitive with those of the Company or any of its Related Companies, (B) suppliers or vendors or prospective suppliers or vendors (wherever located) to supply materials, resources or services to be used in connection with goods or services that are competitive with those of the Company or any of its Related Companies, (C) distributors, consultants, agents, or independent contractors to t...
Covenant Not to Compete. (a) Front Royal, Colony and Rockwood each covenants and agrees that (i) the Corporation will suffer substantial damage which will be difficult to compute if, after consummation of the Closing, Front Royal, Colony or Rockwood should engage in any Competitive Business and (ii) the provisions of this Paragraph 2 are reasonable and necessary for the protection of the Corporation.
(b) During the Term of this Agreement, without the prior written consent of the Corporation, each of Front Royal, Colony and Rockwood shall not, in the States of Maryland or Virginia, directly or indirectly: (i) enter into the employ of or render any services to any person, firm, corporation, partnership, limited liability company or other entity or business engaged in any Competitive Business; or (ii) engage in any Competitive Business for its own account. Mere passive ownership of stock representing 5% or less of the capital stock of a publicly held company shall not be deemed a breach of this Paragraph 2.
(c) If any provision of this Paragraph 2 is held to be unenforceable because of the scope, duration or area of its applicability, the tribunal making such determination shall have the power to modify such scope, duration or area, or all of them, and such modification or provisions shall then be applicable in such modified form.
(d) If Front Royal, Colony or Rockwood commits a breach, or threatens to commit a breach, of any of the provisions of clause (b) above, the Corporation shall have the right and remedy, in addition to all other remedies at law and in equity: (i) to have the provisions of this Paragraph 2 specifically enforced by any court having equity jurisdiction; and (ii) to require such breaching party to account for and pay over to the Corporation all compensation, profits, monies, accruals, increments, or other benefits derived or received by such breaching party as the result of any transactions constituting a breach of any of the provisions of clause (b) above and Front Royal, Colony and Rockwood each hereby agree to account for and pay over such benefits to the Corporation.
(e) Nothing in this Agreement shall be deemed in any way to apply, directly or indirectly, to any of the Affiliates (as defined in the Xxxxxxxx Agreement) of Front Royal, Colony or Rockwood, including any current or future Affiliates; provided, however, that each of Front Royal, Colony and Rockwood hereby agrees that neither it nor any of its Affiliates shall acquire, whether through the purchase...
