Covenant Not to Compete; Non-Solicitation. (a) The Employee recognizes that in each of the highly competitive businesses in which the Company will be engaged following the Effective Date, personal contact is of primary importance in securing new customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Employee, therefore, agrees that during the term of his Employment and for a period of three years after the Termination Date, he will not, within 75 miles of each geographic location in which he has devoted substantial attention at such location to the material business interests of the Company (the "Relevant Geographic Areas"): (i) accept employment or render service to any Person that is engaged in a business directly competitive with the business then engaged in by the Company or (ii) enter into or take part in or lend his name, counsel or assistance to any business, either as proprietor, principal, investor, partner, director, officer, employee, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). Notwithstanding the foregoing, the Employee may own and hold as a passive investment up to 5% of the outstanding shares of any class of capital stock (or other equity interest) in a competing corporation, limited liability company, limited partnership or other entity if that class of capital stock (or other equity interest) is listed on a national stock exchange or included in the Nasdaq National Market.
(b) The Employee agrees that he will not, during the period beginning on the date hereof and ending on the third anniversary of the Termination Date, directly or indirectly, for any reason, for his own account or on behalf of or together with any other person, entity or organization:
(i) call on or otherwise solicit any natural person who is at that time employed by the Company or any subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or any of its subsidiaries;
(ii) call on, solicit or perform services for, either directly or indirectly, any person, entity or organization that at that time is, or at any time within two years prior to that time was, a customer of the Company or any of its subsidiaries, (A) for the purpose of soliciting business or selling any produc...
Covenant Not to Compete; Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the Company’s business and the goodwill and business strategy of the Company constitute a substantial asset of the Company. Executive further acknowledges and recognizes that during the course of the Executive’s employment Executive will receive specific knowledge of the Company’s business, access to trade secrets and Confidential Information (as hereinafter defined), participate in business acquisitions and decisions, and that it would be impossible for Executive to work for a competitor without using and divulging this valuable Confidential Information. Executive further acknowledges that this covenant not to compete is an independent covenant within this Agreement. This covenant shall survive this Agreement and shall be treated as an independent covenant for the purposes of enforcement. Executive agrees to the following:
(a) that all times during the Term and any Renewal Terms and for a period of one year after termination of the Executive’s employment under this Agreement or any renewal or extension thereof (the “Restricted Period’), for whatever reason and in any geographic areas in which the Company operated or was actively planning on operating as of date of termination of the Executive’s employment (the “Restricted Area”), Executive will not individually or in conjunction with others, directly engage in Competition (as hereinafter defined) with the business of the Company, whether as an officer, director, proprietor, employer, employee, partner independent contractor, investor, consultant, advisor, agent or otherwise; provided that this provision shall not apply to the Executive’s ownership of the capital stock, solely as an investment, of securities of any issuer that is registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted for trading on any United States national securities exchange or that are quoted on the National Association of Securities Dealers Automated Quotations System, or any similar system or automated dissemination of quotations of securities prices in common use, so long as the Executive does not control, acquire a controlling interest in or become a member of a group which exercises direct or indirect control or, more than three percent of any class of capital stock of such corporation;
(b) that during the Restricted Period and within the Restricted Area, Executive will not, indirectly or dire...
Covenant Not to Compete; Non-Solicitation. (a) For a period of 60 months beginning on the Closing Date, neither of the Shareholders nor the Company shall, directly or indirectly engage (whether as owner, operator, shareholder, manager, consultant or employee) in any apparel business competitive with the Business (a "COMPETING BUSINESS") EXCEPT in connection with the Shareholders' employment by Purchaser or its successors. For the purposes of the foregoing, no Shareholder shall be in breach of this Section 5.4 by reason of his or her beneficial ownership, together with that of the other Shareholder, of less than 5% of a Competing Business' voting capital stock if (i) such Competing Business is publicly traded and (ii) such Shareholder, together with the other Shareholders, does not control the operation or management of such Competing Business. The noncompetition covenants in this Agreement shall be deemed to apply to each State, each county within each State, and each other geographic area separately, not collectively, and shall be severable as to each such State, county or other geographic area. It is the desire and intent of the parties that the provisions of this Section 5.4 shall be enforced to the fullest extent permitted under the Laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that any provision of this Section 5.4 is unenforceable, such court shall have the power to reduce the duration or scope of such provision, as the case may be, or terminate such provision and, in reduced form, such provision shall be enforceable; it is the intention of the parties that the foregoing restrictions shall not be terminated, unless so terminated by a court, but shall be deemed amended to the extent required to render them valid and enforceable, such amendment to apply only with respect to the operation of this Section 5.4 in the jurisdiction of the court that has made the adjudication.
(b) For a period of 60 months beginning on the Closing Date, neither of the Shareholders nor the Company shall, directly or indirectly, solicit for employment or hire, either as an employee or a consultant, any employee or independent contractor of Purchaser who was an employee or independent contractor of the Company as of the Closing Date to become an employee or consultant or otherwise provide services to any Competing Business.
(c) The parties acknowledge and agree that the restrictions contained in Sections 5.4(a) and (b) are a reasonable and necessary protection of t...
Covenant Not to Compete; Non-Solicitation. (a) Until the third anniversary of the Closing Date, neither Seller nor any Seller Entity shall, anywhere in the world, as an owner, consultant, joint venturer, member of a limited liability company, general partner, controlling shareholder of a privately-held corporation or shareholder to the extent of twenty-five percent (25%) or more of the outstanding shares of a publicly-held corporation, either directly or indirectly, engage or participate in or assist others in engaging or participating in the business of designing, manufacturing and/or marketing products that are directly competitive with the products of the Business existing or under development as of the Closing (“Competitive Products”); provided, however, that the foregoing shall not restrict or prohibit Seller or any Seller Entity from (i) engaging in any business in which Seller or any Seller Entity is engaged immediately following the Closing Date and in businesses which represent normal growth and expansion therefrom or thereof, including engaging or participating in designing, marketing or selling services that relate to, or data storage or information management products that are used in, the Business, including through the Seller’s and the Seller Entities’ digital solutions and services and data storage and information management business units; (ii) manufacturing, marketing and selling products and systems that contain Competitive Products, provided that any such Competitive Product is incidental to the primary use or purpose of such products or systems; (iii) acquiring any corporation, partnership or other entity or business, in whole or in part, whether by asset acquisition, stock acquisition, statutory merger or otherwise, provided that, not more than twenty-five percent (25%) of the revenue of such entity or business being acquired by Seller or any Seller Entity for its immediately preceding completed fiscal year is derived from the sale of Competitive Products; provided, however, that this clause (iii) shall not be deemed to be violated if, within six (6) months after the consummation of such acquisition, Seller or the Seller Entity involved divests itself of or discontinues the business described above such that not more than twenty-five percent (25%) of the revenue of the acquired entity, as applicable, for its next full fiscal year are derived from Competitive Products; or (iv) being acquired by any corporation, partnership or other entity or business, in whole or in part, whethe...
Covenant Not to Compete; Non-Solicitation. The covenants in this Section 5 shall be effective during the term of this Agreement and for a period of two (2) years following termination of this Agreement. References to the Employer in this Section 5 shall be deemed references to the Employer, First Citizens and the affiliated entities that are controlled by First Citizens. Employee acknowledges that during the term of his employment with Employer, he will have access to confidential business plans, marketing strategies, advertising strategies, customer information, sales information, and other confidential information that is central to the business success of Employer. As such, Employee agrees that it is fair and reasonable that he not compete with Employer’s business for a period of time following his departure from employment. Employee’s agreement to refrain from competing with Employer is a material inducement for Employer to enter into this Agreement. Employee shall not, directly or indirectly, engage in competition with the Employer. The prohibition on engaging in competition extends to the geographic area within a seventy-five (75) mile radius of any office of Employer’s business locations in Bxxxxxx County, Cleveland, Tennessee. For purposes of this Agreement, the term “engage in competition with the Employer” means serving as a director, officer, partner, employee, loan officer, consultant, agent, independent contractor, advisor, member, or stockholder of or to any person, company, or other entity whatsoever (except for ownership of less than five percent (5%) of the stock of a publicly-traded entity) that (a) competes directly with Employer, or (b) provides banking, financial services or products to the public similar to those products or services provided by Employer. Employee shall not participate in any way in hiring or otherwise engaging, or assisting any other person or entity in hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual who was employed by the Employer as of the date of termination of the Employee’s employment. Employee shall not assist, advise, or serve in any capacity, representative or otherwise, on behalf of any third party in any action against the Employer or transaction involving the Employer. Employee shall not sell, offer to sell, provide banking or other financial services, assist any other person in selling or providing banking or other financial services, or solicit or otherwise compete for, either directly or indirectly, an...
Covenant Not to Compete; Non-Solicitation. For and in consideration of the purchase by the Purchaser of the Shares pursuant to this Agreement, and the payments payable by the Purchaser pursuant to this Agreement, Jamex X. Xxxxxx, X.D., the principal shareholder and chief executive officer of the Company, covenants and agrees that he shall not, directly or indirectly, as an employer, consultant, creditor, investor, owner, agent, principal, partner, shareholder, or through any other kind of ownership (other than ownership of securities of any publicly held entity in which Greexx, xxrectly or indirectly, in the aggregate beneficially owns less than two percent (2%) of any class of outstanding securities), or in any other representative or individual capacity, do any of the following:
(i) for a period until the later of the expiration of two (2) years from the date of this Agreement or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage in the operation or management of a mental health treatment unit or program operated in or in association with a general acute care hospital (the "Business") in the continental United States (the "Restricted Area");
(ii) for a period until the later of the expiration of two (2) years from the date of this Agreement or one (1) year after the termination date of the Greexx Xxxsulting Agreement, engage in any business which calls upon, solicits, diverts or takes away any customer or customers of Purchaser or the Company in the Restricted Area for the purpose of selling or attempting to sell to any of said customers any products or services similar to any products or services heretofore sold or provided to any of such customers by Purchaser or the Company; and
(iii) for a period until the later of the expiration of six (6) months from the date of this Agreement or six (6) months after the termination date of the Greexx Xxxsulting Agreement, engage in any business which solicits any present or future employee of Purchaser or the Company or initiates discussions with any such employee regarding his or her termination or resignation from employment with the Purchaser or the Company, so that such employee may accept employment with, or engagement as a partner, investor, shareholder, employee, agent or consultant with Greexx, xxrectly or indirectly, as specified above; provided, however, that Greexx xxxll not be prohibited by this Agreement from employing or soliciting the employment of Dianx X. Xxxxxxx xx the employment of any other employee that ...
Covenant Not to Compete; Non-Solicitation. In consideration of Employee's compensation and benefits to be received hereunder, any for other good and valuable consideration from Company, the receipt and adequacy of which is hereby acknowledged, the Employee agrees as follows:
Covenant Not to Compete; Non-Solicitation a. During the Employment Term and for a period of one (1) year thereafter, Executive shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association, or other business organization, entity or enterprise (whether as an employee, officer, director, agent, security holder, creditor, consultant or otherwise) that engages in any activity, which is the same as, similar to, or competitive with any activity engaged in by Company or in any way relating to the business conducted by Company.
b. During the Employment Term and for a period of one (1) year thereafter, Executive shall not, for himself or on behalf of any other person, business, principal, or entity, directly or indirectly: (i) call on or solicit any customer or client of Company to withdraw, curtail, or divert any of its business from Company; (ii) call on or solicit any of Company’ customers or clients for the purpose of providing the customer or client any proprietary information or any other customer information that relates to Company’ business or services; or (iii) take away, divert, or cause to withdraw any customer or client of Company for whom Executive provided services or with whom Executive has become acquainted during the Employment Term. In addition, during the Employment Term and for a period of one (1) year thereafter, Executive shall not, for himself or on behalf of any other person, business, principal, or entity, directly or indirectly solicit any of Company’ employees for a competing business or induce or attempt to induce any of Company’ employees to terminate their employment with Company.
c. It is the desire and intent of the parties that the provisions of this Section 9 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular portion of this Section 9 shall be adjudicated to be invalid or unenforceable, this Section 9 shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Section in the particular jurisdiction in which such adjudication is made.
d. Nothing in this Section 9 shall reduce or abrogate Executive’s obligations during the Employment Term. Notwithstanding anything contained herein to the contrary, this Section 9 shall be of no force and ...
Covenant Not to Compete; Non-Solicitation. During the term of this Agreement, the Consultant will not, directly or indirectly, participate as an officer, director, employee, partner, principal, consultant or otherwise with, any person, business or enterprise which is engaged in actual or potential competition with the Company or its affiliates, without the express prior written consent of the Company. The Consultant covenants and agrees with the Company that Consultant will not, during the term of this Agreement and for a period of one year thereafter, whether directly or indirectly, solicit any of the Company’s then-current employees to terminate their employment with the Company or to become employed by any other firm, company, or business.
Covenant Not to Compete; Non-Solicitation. For a period of five years after the Closing Date, Seller will not, directly or indirectly, own (as more than five percent equity owner76), manage, operate, join, control, or participate in the ownership, management, operation, financing, or control of any business, regardless of the form in which the business is organized, where that business includes the manufacture, publication, or distribution of products of the types manufactured in the Business as of the Closing Date. For a period of one year after the Closing Date, Seller will not, directly or indirectly, solicit the employment of, or offer employment to, any employee who is then an employee of Buyer, or who has terminated employment without the consent of Buyer within 60 days of the solicitation or offer. The Parties specifically acknowledge and agree that the remedy at law for any breach 76 A five percent equity ownership allowance may be deemed too high in circumstances where the competitor is a public company with a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Accordingly, the drafter may want to propose a one percent or two percent allowance. of the foregoing will be inadequate and that Buyer, in addition to any other relief available to it, may be entitled to temporary and permanent injunctive relief without the necessity of proving actual damage. In addition, notwithstanding the provisions of Section 9.5, Buyer may be entitled to recover, directly from Seller, its actual damages as a result of a breach of this provision by Seller. In the event that the non- compete and non-solicitation provisions of this Section 8.5 should ever be deemed to exceed the maximum scope permitted by applicable Law, the Parties agree that these provisions shall be reformed to set forth the maximum permitted by applicable Law.
