Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees effective as of the Base Date, for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management Stockholder's employment with the Company or any of its subsidiaries. In the event that the Management Stockholder's employment is terminated by the Management Stockholder for Good Reason or by the Company without Cause, then the Company shall pay the Management Stockholder an amount equal to 50% of such Management Stockholder's base salary on the date of the termination of the Management Stockholder's employment. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder's employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Management Stockholder an amount equal to 50% of the Management Stockholder's base salary on the date of the termination of his employment. Each amount referred to in the preceding two sentences shall be paid in installments in a manner consistent with the then current salary payment policies of the Company; provided that if at any time the Company elects, in its sole discretion, to waive further compliance by the Management Stockholder with the requirements of this Section 26(a) (upon the Management Stockholder securing alternate employment or otherwise), then the Company shall be relieved of its obligation to pay the unpaid balance, if any, of such amounts which is then owing to the Management Stockholder. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in...
Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Purchaser, the Purchaser hereby agrees effective as of the Purchase Date, for so long as the Purchaser is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Purchaser shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold or distributed by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Purchaser's employment with the Company or any of its subsidiaries. At the Company's option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Purchaser's employment, the Company gives the Purchaser notice of such extension and (ii) beginning with the first anniversary of such termination, the Company pays the Purchaser an amount equal to the Purchaser's base salary on the date of the termination of his employment. Such amount shall be paid in installments in a manner consistent with the then current salary payment policies of the Company. For purposes of this Agreement, the phrase "directly or indirectly engage in" shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer of otherwise, and shall include any direct or indirect participation in such enterprise as a consultant, licensor of technology or otherwise.
Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with Shareholder, Shareholder hereby agrees effective as of the Purchase Date, until the one-year anniversary of the date Shareholder shall cease to be a member of the Board of Directors of the Company (the "NON-COMPETE PERIOD"), Shareholder shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected in any manner with (including as a consultant), any business which shall be engaged in the retail selling of food, beverages or other products under the names "Randall's", "Xxx Thumb" or "Xxxxx Xxxxx", or under any other name which uses any of the foregoing names as a component or which is (or includes a component which is) confusingly similar to any such names (the "TRADE NAMES"), in the United States. In addition to the foregoing, Shareholder hereby agrees that during the Non-Compete Period, Shareholder shall not, directly or indirectly, own, manage, operate, control or participate in the ownership, management, operation or control of, or be connected in any manner with (including as a consultant), any business which shall be engaged in the retail selling of food, beverages or other related products under any name, including the Trade Names, in Texas, PROVIDED, that (i) unless such business shall own, lease or operate a Supercenter (as defined below), the retail selling of food, beverages or other related products shall be the primary business of such business and (ii) this sentence shall not be applicable to restaurant or catering businesses. For purposes hereof, "
Covenant Not to Compete; Confidential Information. (a) During the term of this Agreement, and for a six month period after the Date of Termination, the Executive shall not directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, whether for compensation or otherwise, without the prior written consent of the Company. Notwithstanding the preceding sentence, the Executive shall not be prohibited from owning less than one (1%) percent of any publicly traded corporation, whether or not such corporation is deemed to be a competing business. For the purposes of this Agreement, a "competing business" shall be any business which is a significant competitor of the Company, or which the Company reasonably determines may become a significant competitor, unless the Executive's primary duties and responsibilities with respect to such business are not related to the management or operation of disability insurance or complementary special risk products and services in any country where the Company is conducting business. Should the Executive, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, all payments under this Agreement shall cease.
Covenant Not to Compete; Confidential Information. (a) During the term of this Agreement, and for a one year period after the Date of Termination, the Executive shall not directly or indirectly, own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, whether for compensation or otherwise, without the prior written consent of the Company. For the purposes of this Agreement, a "competing business" shall be any business which is a significant competitor of the Company, or which the Company reasonably determines may become a significant competitor, unless the Executive's primary duties and responsibilities with respect to such business are not related to the management or operation of disability insurance or complementary special risk products and services in any country where the Company is conducting business. Should the Executive, directly or indirectly, own, manage, operate, join, control or participate in the ownership, management, operation or control of, or be employed by or connected in any manner with, any competing business, all payments under this Agreement shall cease.
Covenant Not to Compete; Confidential Information. 8.1.1 After the Closing Date, neither Seller nor the Guarantors shall compete directly or indirectly with the business of Buyer in any country in which any product manufactured, marketed or sold by Buyer is sold (the "Geographic Area"). In addition, neither the Seller nor any of the Guarantors shall (without
Covenant Not to Compete; Confidential Information. (a) In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees that for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the "Noncompete Period"), the Management Stockholder shall not, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development by the Company or its subsidiaries on the date hereof or during the Noncompete Period anywhere in the world in which the Company or its subsidiaries is doing business other than through the Management Stockholder's employment with the Company or any of its subsidiaries.
Covenant Not to Compete; Confidential Information. A. The Employee hereby agrees that during the Term, without the prior written consent of the Company, he shall not serve as a director, employee or officer of, or provide personal services to, any institution insured by the Federal Deposit Insurance Corporation or the National Credit Union Administration which has an office in any of the States of Michigan, New York or Ohio or any holding company or other affiliate of such an institution. Notwithstanding the foregoing, it is expressly understood by the parties that during the Term, the Employee may render consulting services to third parties as set forth in Section II.B. of this Agreement.
Covenant Not to Compete; Confidential Information a) During the Employment Period, Executive shall not work for, provide services to, or receive compensation in any form from any firm (excluding all subsidiaries and affiliates of the Company) that is engaged in business that competes with one or more of the Company’s principal businesses, including but not limited to, on the one hand, real estate, hotel, or resort development firms, and on the other hand, financial services firms including any broker-dealer, investment bank, or financial advisor, in any way.
Covenant Not to Compete; Confidential Information. Employee recognizes that during the course of his employment with Employer. Employee has had and will continue to have access to substantial amounts of confidential and proprietary information and trade secrets relating to the business of Employer, and that it would be detrimental to the business of Employer, and have a substantial detrimental effect on the value to Employer of Employee’s employment, if Employee were to compete with Employer upon the termination of his employment. Therefore, in consideration of Employer entering into this Agreement and establishing the compensation and benefits to be paid to and derived by Employee pursuant to the terms of this Agreement, Employee agrees that during the Term of this Agreement and for a period of thirty six (36) months after termination of this Agreement, Employee will not: (i) engage in, assist in, or in any manner become interested in, directly or indirectly, as an owner, partner, joint venturer, investor, shareholder, member, employee, consultant, agent or otherwise in any competing business; (ii) accept employment with or directly or indirectly render services or assistance to a third party in a competing business as a director, officer, agent, employee, or consultant (with or without compensation) or contract with or work for a competing business; or (iii) directly or indirectly solicit for employment any person presently employed by Employer or an affiliate of Employer or induce any individual employed by Employer to change employment or quit the employment of Employer. As used herein, the term “competing business” shall mean any business, trade or operation which conducts any business in the insurance industry including but not limited to insurance agencies, insurance carriers, insurance consulting firms, insurance brokers, insurance general managing agencies. or similar businesses. Further, during employment and after termination of employment, Employee will not, unless otherwise required to do so by law, divulge or furnish any of Employer’s confidential information to any person, firm, company or corporation or use any such confidential information directly or indirectly for Employee’s own benefit or for the benefit of any person, firm or entity other than Employer. Employee acknowledges that all confidential information is to be and shall, at all times, remain the property of Employer. Confidential information as used herein shall mean, without limitation, the names and addresses of brokers that d...
