Covenant Not to Compete; Non-Interference. 6.2.1. The Executive covenants and undertakes that, during the period of three (3) years from the date hereof, and without regard to termination of the Term, he will not, without the prior written consent of the Company, directly or indirectly, and whether as principal, agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, carry on, or be engaged, concerned, or take part in, or render services to, or own, share in the earnings of, or invest in the stock, bonds, or other securities of any person, firm, corporation, or other business organization (other than the Company or its affiliates, if any) engaged in a business in the Continental United States which is in competition with any of the businesses carried on by the Company or APH (a "Similar Business") except in the course of his employment hereunder; provided, however, that the Executive may invest in stock, bonds, or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (i) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; and (ii) his investment does not exceed, in the case of any class of the capital stock of any one issuer, 5% of the issued and outstanding shares, or in the case of bonds or other securities, 5% of the aggregate principal amount thereof issued and outstanding. The obligations of the Executive under this Section 6.2.1 shall terminate when the employment of the Executive terminates, unless such termination is pursuant to Section 5.2 hereof, in which event such obligation shall continue for the three (3) year period set forth above.
6.2.2. The Executive covenants and undertakes that during the Term and for a period of one (1) year thereafter he will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, interfere with the Company's relationship with, or endeavor to entice away from the Company or APH, any person, firm, corporation or other business organization who or which at any time during the Term, was an employee, consultant, agent, supplier, or a customer of, or in the habit of dealing with, the Company or APH. Notwithstanding anything to the foregoing, the Executive shall have the right, as to him and the Compa...
Covenant Not to Compete; Non-Interference. (a) The Executive acknowledges that the services to be performed under this Agreement are of a special character, that the businesses of the XRG Companies are national in scope, that their services are marketed throughout the United States, and that the XRG Companies compete with other organizations that are or could be located in any part of the United States. The Executive further acknowledges that XRG requires the Executive to agree to the provisions of this Section 13 as a condition to its purchase of the stock of Express Freight Systems,
Covenant Not to Compete; Non-Interference. (a) The Executive acknowledges that the services to be performed under this Agreement are of a special and unique character, that the businesses of the XRG Companies are national in scope, that their services are marketed throughout the United States, and that the XRG Companies compete with other organizations that are or could be located in any part of the United States. The Executive further acknowledges that XRG requires the Executive to agree to the provisions of this Section 13 as a condition to its purchase of Highbourne Corporation. In consideration of the foregoing, and in consideration of his continued employment by XLIH, the Executive hereby covenants and agrees that he shall not:
(i) during the Employment Period, and for a period of one (1) year thereafter, directly or indirectly engage or invest in, own, manage, operate, control or participate in the ownership, management, operation or control of, be employed, associated or in any manner connected with, or render services or advice to, any business whose services or activities compete, in whole or in part, with the services or activities of the XRG Companies within the geographical territories within the United States in which the XRG Companies at any time during the Employment Period conduct their respective businesses;
(ii) whether for the Executive's own account or for the account of any other person, at any time during the Employment Period, and for a period of one (1) year thereafter, solicit the business of any person or entity known by the Executive to be a customer of the XRG Companies, whether or not the Executive had personal contact with such person or entity during his employment with XLIH; and
(iii) whether for the Executive's own account or the account of any other person at any time during the Employment Period and for a period of one (1) year thereafter, solicit, employ or otherwise engage as an employee, independent contractor or otherwise, any person who is or was an employee of any of the XRG Companies during the Executive's Employment Period, or in any manner induce or attempt to induce any employee of any of the XRG Companies to terminate his/her employment with such company. It is understood by and between the parties hereto that the foregoing covenants by the Executive set forth in this Section 11 are essential elements of this Agreement and that but for the agreement of the Executive to comply with such covenants, XLIH would not have entered into this Agreement. XLIH and...
Covenant Not to Compete; Non-Interference. MESA covenants and undertakes that, during the Term of this Agreement and until one (1) year after the final day MESA provides services to NewCo or HRVE, it will not, without the prior written consent of HRVE and NewCo, directly or indirectly, and whether as principal, agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, carry on, or be engaged, concerned, or take part in, or render services to, or own, share in the earnings of, or invest in the stock, bonds, or other securities of any person, firm, corporation, or other business organization (other than HRVE, NewCo or its affiliates, if any) engaged in a business in the same geographic market in which HRVE or NewCo conduct their respective business which is directly similar to or in competition with any of the businesses carried on by HRVE or NewCo (a "Similar Business") except in the course of their services hereunder and except for securities owned by MESA as of the date hereof being held by MESA for investment purposes only; provided, however, that MESA may invest in stock, bonds, or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (i) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; and (ii) its investment does not exceed, in the case of any class of the capital stock of any one issuer, three (3%) percent of the issued and outstanding shares, or in the case of bonds or other securities, three (3%) percent of the aggregate principal amount thereof issued and outstanding. MESA covenants and undertakes that during the Term of this Agreement and for a period of two (2) years after the final day MESA provides services to HRVE or NewCo, it will not, whether for its own account or for the account of any other person, firm, corporation or other business organization, interfere with HRVE or NewCo's relationship with, or endeavor to entice away from HRVE or NewCo, any person, firm, corporation or other business organization who, or which at any time during the period this Agreement is in effect, was a consultant, agent, employee, officer, director, supplier, or a customer of, or in the habit of dealing with, HRVE or NewCo. If any provision of this Section 15 is held by any court of competent jurisdict...
Covenant Not to Compete; Non-Interference. 8.1 During the term of this Agreement, Executive shall not, directly or indirectly, engage or participate in any business, which is in competition with any business in which the Company conducts or pursues during the term of this Agreement. Moreover, in view of Executive's access to the Company's trade secrets and proprietary information and know-how, Executive further agrees that Executive will not, without the Company's prior written consent, design or develop identical or substantially similar designs as those developed for the Company during his employment for himself or any third party during the term of this Agreement and for a period of twelve (12) months following the termination of this Agreement.
8.2 Executive covenants and agrees that he will not, during the term of this Agreement and continuing until the second anniversary of the termination of this Agreement, whether for his own account or for the account of any other person, interfere with the relationship of the Company with, or endeavor to entice away from the Company, any person who at any time during the term of Executive's engagement with the Company was an employee of the Company. Furthermore, Executive covenants and agrees that he will not, whether during the term of this Agreement or thereafter, whether for his own account or for the account of any other person, interfere with the relationship of the Company with, or endeavor to entice away from the Company, any person who at any time during the term of Executive's engagement with the Company was a customer, supplier or business partner of the Company.
Covenant Not to Compete; Non-Interference. (a) Consultant hereby covenants and agrees that during the Term it will not without reasonable prior notice to the Company, directly or indirectly, whether alone or in association with others, either as principal, agent, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be connected or employed by, render advisory consultations or other services to, or otherwise associate in any manner with, any business which is engaged in the specific areas of research being conducted by the Company.
(b) Consultant hereby covenants and agrees that it will not, whether for its own account or for the account of any other person or entity, at any time during or after the Term, interfere with the relationship of the Company with or, at any time during the Term and for a period of two (2) years following termination of this Agreement, endeavor to entice away from the Company, any person or entity which at any time during the Term was an employee, consultant, representative, client or customer of the Company.
Covenant Not to Compete; Non-Interference. (a) Consultant hereby covenants and agrees that during the Term and for a period of two (2) years thereafter he shall not, without the prior written consent of the Company, directly or indirectly, whether alone or in association with others, either as principal, agent, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be connected or employed by, render advisory consultations or other services to, or otherwise associate in any manner with, any business where the relationship therewith is specifically associated with the field of agents that target any Microsomal Triglyceride Transport Protein as a clinically meaningful mechanism of action.
(b) Consultant hereby covenants and agrees that he shall not, whether for his own account or for the account of any other person or entity, at any time during or after the Term, interfere with the relationship of the Company with or, at any time during the Term and for a period of two (2) years following termination of this Agreement, contact or solicit the business of, or endeavor to entice away from the Company, any person or entity which at any time during the Term was an employee, consultant, representative, client or customer of, or in the habit of dealing with, the Company.
Covenant Not to Compete; Non-Interference. 9.1 The Executive covenants and undertakes that during his employment by the Company and for a period of three (3) years following the termination for any reason of his employment or consultancy, as the case may be, with the Company, he will not, whether for his own account or for the account of any other person, firm, corporation or other business organization, interfere with the Company’ s relationship with, or endeavor to entice away from the Company any person, firm, corporation or other business organization who or which at any time during the Executive’s employment with the Company was an executive, consultant, agent, supplier, customer or active prospect of the Company or in the habit of dealing with the Company.
9.2 The Executive covenants and agrees that during his employment by the Company, and for a period of two (2) years following the termination for any reason of his employment or consultancy, as the case may be, he shall not, either directly or indirectly, without the prior written consent of the Company, on his own behalf or in the service or on behalf of others serve anywhere in the United States as an owner, manager, stockholder (except as a holder of no more than l% of the issued and outstanding stock of a publicly traded company), consultant, director, officer or executive of any business entity (other than the Company) that provides, develops or sells prescription PBM Services. For the purpose of this Agreement, PBM Services shall mean, services associated with the prescription benefit management business, including but not limited to: (i) claims administration, (ii) establishment and administration of a pharmacy network and benefits, (iii) mail order pharmacy services (by phone, fax or internet), (iv) drug utilization review, (v) disease state management and delivery of specialty pharmacy benefits, (vi) formulary creation and administration, (vii) rebate negotiation and administration, and (viii) therapeutic substitution programs. Notwithstanding the foregoing, the Executive may sit on the Board of Directors of one other company and may pursue other outside business interests so long as such interests do not conflict with duties or responsibilities the Executive owed to Company.
Covenant Not to Compete; Non-Interference. (a) During the term of this Agreement, Chairman shall not, directly or indirectly, engage or participate in any business, which is in competition with any business in which the Company engages.
(b) Chairman covenants and agrees that he will not, at any time, whether for his own account or for the account of any other person, interfere with the relationship of the Company with, or endeavor to entice away from the Company, any person who at any time during the term of Chairman's engagement with the Company was an employee, customer, or supplier of the Company. -3-
Covenant Not to Compete; Non-Interference. 1The Executive covenants and undertakes that, during the period of his employment hereunder and for a period of one (1) year thereafter, he will not, without the prior written consent of the Company, directly or indirectly, and whether as principal, agent, officer, director, employee, consultant, or otherwise, alone or in association with any other person, firm, corporation, or other business organization, carry on, or be engaged, concerned, or take part in, or render services to, or own, share in the earnings of, or invest in the stock, bonds, or other securities of any person, firm, corporation, or other business organization (other than the Company or its affiliates, if any) engaged in the business of distributing, manufacturing or assembling embroidery equipment or software for the embroidery industry or providing retail embroidery services (a "Similar Business") except in the course of his employment hereunder; provided, however, that the Executive may invest in stock, bonds, or other securities of any Similar Business (but without otherwise participating in the activities of such Similar Business) if (i) such stock, bonds, or other securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934; and (ii) his investment does not exceed, in the case of any class of the capital stock of any one issuer, 2% of the issued and outstanding shares, or in the case of bonds or other securities, 2% of the aggregate principal amount thereof issued and outstanding.
