Covenant Not to Compete; Nonsolicitation. (a) Consultant recognizes, acknowledges and agrees with Company that, for so long as Consultant renders the Services to Company and continuing for a period (the "Restricted Period") equal to the greater of (i) one year following the termination of this Agreement for any reason and (ii) the remainder of the Initial Term and any Renewal Term, as the case may be, he will not, without the prior written consent of Company, directly or indirectly, and whether as principal or investor or as an employee, officer, director, manager, partner, consultant, agent or otherwise, alone or in association with any other person, firm, company, corporation or other business organization, carry on a Competing Business (as hereinafter defined) in any country in which Company or any of its Affiliates has engaged, presently engages, or will engage during such period, in a Competing Business (including, without limitation, any area in which any customer of Company or any of its Affiliates may be located).
(b) As a separate and independent covenant, Consultant agrees with Company that, for so long as Consultant renders the Services to Company and continuing for the Restricted Period, he will not in any way, directly or indirectly (except in the course of his performance of the Services), for the purpose of conducting or engaging in any Competing Business, call upon, solicit, advise or otherwise do, or attempt to do, business with any person who is, or was, during the then most recent 12-month period, a customer of Company or any of its Affiliates, or take away or interfere or attempt to take away or interfere with any custom, trade, business, patronage or affairs of Company or any of its Affiliates, or interfere with or attempt to interfere with any person who is, or was during the then most recent 12-month period, an employee, officer, representative or agent of Company or any of its Affiliates, or solicit, induce, hire or attempt to solicit, induce or hire any of them to leave the employ of Company or any of its Affiliates or violate the terms of their contracts, or any employment arrangements, with it.
(c) For purposes of this Section 5.2, carrying on a "Competing Business" means operating a business that competes with the Business of the Company or providing information pursuant thereto in a manner that competes with Company or any of its Affiliates as of the date hereof or at any time thereafter during the Restricted Period, and any business that, in the judgment of the Board,...
Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment, the Executive will not engage, directly or indirectly, anywhere in the United States (including its territories, possessions and commonwealths) or Canada in any business which competes or could reasonably be expected to compete with the Company and/or its affiliates and, for a period of one year after the termination of the Period of Employment, any business which competes or could reasonably be expected to compete with the Company and/or its affiliates as of the date of termination; provided, however, that (i) the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation; and (ii) the Company, at its sole discretion, may, by written notice to the Executive no more than six (6) months and no less than three (3) months prior to the end of the two-year period described above, extend such two-year period for a third year, in which case the Company will be obligated to pay the Executive, quarterly in advance, at the rate of the Executive’s base salary in effect on the last day of the Period of Employment, for such additional one-year non-compete period. If the final judgment of a court of competent jurisdiction declares that any term or provision of this Section 4(a) is invalid or unenforceable, the parties agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.
(b) During the Period of Employment and for a period of two years thereafter, the Executive will not, directly or indirectly, either for himself or for any other person or entity (i) solicit (A) any employee of the Company or any affiliate of the Company to terminate his or her employment with the Company or such affiliate during his or her employment with the Company or such affiliate or (B) any former employee of the Company or an af...
Covenant Not to Compete; Nonsolicitation. Employee covenants and agrees that at all times during the period of his employment with Employer and ending one (1) year after termination of Employee's employment with Employer pursuant to which Employee is entitled to a termination payment pursuant to Section 6(A) of this Agreement, Employee shall not, directly in competition with the business of Employer or its affiliates: participate in the management of any business enterprise if such enterprise engages in substantial and direct competition with Employer (i.e. provides services or product to the same customers as the Employer) and such enterprise's sales of any product or service competitive with any product or service of Employer amounted to 25% of such enterprise's net sales for its most recently completed fiscal year and if Employer's net sales of said product or service amounted to 25% of Employer's net sales for its most recently completed fiscal year. Competition will not include (i) the mere ownership of securities in any enterprise and exercise of rights appurtenant thereto or (ii) participation in management of any enterprise or business operation thereof other than in connection with the competitive operation of such enterprise.
Covenant Not to Compete; Nonsolicitation. (a) Except as specifically set forth in this Section 4, during the Period of Employment and for the 18-month period after the Period of Employment (the “Restriction Period”), the Executive shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, engage in any business or activity anywhere in the United States (including its territories, possessions and commonwealths) which competes or could reasonably be expected to compete with the business (or any portion thereof) of the Company and/or the Parent, as of the date of termination of the Period of Employment; provided, however, that the ownership by the Executive of less than 2% of the outstanding stock of any publicly traded corporation shall not be deemed solely by reason thereof to cause the Executive to be engaged in any businesses being conducted by such publicly traded corporation. In the event of Executive’s breach of this subsection (a), the Restriction Period with respect to this subsection (a) shall be extended by the amount of time during which the Executive is in breach.
(b) During the Restriction Period, the Executive will not, directly or indirectly, either for himself or for any other person or entity (i) solicit (A) any employee of the Company or any affiliate of the Company to terminate his or her employment with the Company or such affiliate during his or her employment with the Company or such affiliate or (B) any former employee of the Company or an affiliate of the Company for a period of one year after such individual terminates his or his employment with the Company or such affiliate, (ii) solicit any customer or client of the Company or any such affiliate (or any prospective customer or client of the Company or such affiliate) as of the termination of the Period of Employment to terminate its relationship with the Company or such affiliate, or do business with any third parties, or (iii) take any action that is reasonably likely to cause injury to the relationships between the Company or any such affiliate or any of their respective employees and any lessor, lessee, vendor, supplier, 1 Memry’s Compensation Committee will need to approve this grant. customer, distributor, employee, consultant or other business associate of the Company or any such affiliate as such relationship relates to the Company’s or such affiliate’s conduct of its business. In the event of Executive’s breach of this subsection (b), the Restricti...
Covenant Not to Compete; Nonsolicitation. The covenants of this Section 7.2 shall apply for so long as the Executive is employed by the Company or any of its Subsidiaries and continuing for a period (the “Restricted Period”) equal to two years following the termination of such employment for any reason, provided, however, that the Restricted Period shall be extended by a period of time equal to any period during which the Executive shall be in breach of any of such covenants, and provided, further, that in the event the Executive’s employment with the Company is terminated by the Company under circumstances in which the Executive is not entitled to any severance benefits, the Board may in its discretion elect to waive the covenants of this Section 7.2 in whole or in part, but only if such waiver is authorized by a written resolution approved by the Board and supported by at least one of the Investor’s representatives on the Board.
Covenant Not to Compete; Nonsolicitation. (a) The parties acknowledge that the Executive's performance of all terms of this Agreement is necessary to protect the Company's legitimate business interests. The Executive agrees, that, during the Term of Employment and for a period of three (3) years thereafter, he will not, on behalf of himself, or on behalf of any person, company, corporation, partnership or other entity or enterprise, directly or indirectly, as an employee, proprietor, owner, stockholder, partner, member, officer, director, manager, lender, advisor, consultant or otherwise engage in any business or activity competitive with the business activities of the Company or any subsidiary of the Company as it is now or hereafter undertaken by the Company or any subsidiary. The Executive further agrees that he will not, directly or indirectly, during the Term of Employment and for a period of two years thereafter, solicit the trade or patronage of any customers or prospective customers of the Company, any subsidiary of the Company or of anyone who has heretofore traded or dealt with the Company or any subsidiary of the Company with respect to any technologies, services, products, trade secrets or other matters in which the Company is active.
(b) The Executive hereby acknowledges that the services to be rendered by him under this Agreement are of a special, unique and extraordinary character and, in connection with such services, he will have access to Confidential Information. By reason thereof, the Executive consents and agrees that if he violates any of the provisions of this Agreement with respect to noncompetition or nonsolicitation, the Company would sustain irreparable harm and, therefore, in addition to any other remedies which the Company may have under this Agreement or otherwise, the Company shall be entitled to an injunction to be issued by any court of competent jurisdiction restraining the Executive from committing or continuing any such violation of this Agreement.
(c) The provisions of this Section 10 shall survive the expiration or termination of this Agreement or any part thereof, without regard to the reason therefor.
Covenant Not to Compete; Nonsolicitation. (a) Executive recognizes that in each of the highly competitive businesses in which the Company is engaged, the Company's trade secrets and other Confidential Information, along with personal contacts, are of primary importance in securing new drilling prospects, producing property acquisitions and customers and in retaining the accounts and goodwill of present customers and protecting the business of the Company. The Executive, therefore, agrees that during the Employment Period and (A) for a period of one year after the Date of Termination, he will not, within the Area of Mutual Interest, as defined in that certain Area of Mutual Interest Agreement made as of June 23, 2003, by and among the Company, CCBM, Inc., a Delaware corporation, Carrizo Oil & Gas, Inc., a Delaware corporation, Rocky Mountain Gas, Inc., a Wyoming corporation, U.S. Energy, Inc., a Delaware corporation, and the CSFB Parties (the "Relevant Geographic Area") (i) accept employment, advise, assist or render service in any way, directly or indirectly, to any person that is engaged in a business directly competitive with the business then engaged in by the Company or any of its affiliated companies 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, executive, consultant, advisor, agent, independent contractor, or in any other capacity whatsoever, for any purpose that would be competitive with the business of the Company or any of its affiliated companies and (B) for a period of two years after the Date of Termination he will not, on his own behalf or on behalf of any person, firm or company, directly or indirectly, solicit or offer employment to any person who has been employed by the Company or any subsidiary thereof at any time during the one-year period immediately preceding such solicitation (all of the foregoing activities are collectively referred to as the "Prohibited Activity"). The Executive shall not, directly or indirectly, make or cause to be made and shall use his best efforts to cause the officers, directors, employee, agents and representatives of any entity or person controlled by the Executive not to make or cause to be made, any disparaging, denigrating, derogatory or other negative, misleading or false statement orally or in writing to way person or entity, including members of the investment community, press, and customers, competitors and advisors to the Compa...
Covenant Not to Compete; Nonsolicitation. Employee covenants and agrees that at all times during the period of his employment with Employer and ending upon the earlier of (i) one (1) year after termination of Employee's employment with Employer pursuant to which Employee is entitled to a termination payment pursuant to Section 6(A) or (B) of this Agreement, or (ii) six (6) months after termination of Employee's employment with Employer pursuant to which Employee is not entitled to a termination payment pursuant to Section 6(A) or (B) of this Agreement, Employee shall not, directly or indirectly in competition with the business of Employer or its affiliates: participate in the management of any business enterprise if such enterprise engages in substantial and direct competition with Employer and such enterprise's sales of any product or service competitive with any product or service of Employer amounted to 25% of such enterprise's net sales for its most recently completed fiscal year and if Employer's net sales of said product or service amounted to 25% of Employer's net sales for its most recently completed fiscal year. Competition will not include (i) the mere ownership of securities in any enterprise and exercise of rights appurtenant thereto or (ii) participation in management of any enterprise or business operation thereof other than in connection with the competitive operation of such enterprise.
Covenant Not to Compete; Nonsolicitation. Employee acknowledges and recognizes the highly competitive nature of the Bank’s business. Employee agrees that some restrictions on his activities during and after the term of his employment by the Bank are necessary to protect the goodwill, Confidential Information and other legitimate interests of the Bank. Accordingly, in consideration of the compensation offered by the Bank herein, during the Term and for a period of one (1) year after this Agreement with the Bank is terminated (for any reason) or expires, Employee shall not, individually or with others, directly or indirectly: (i) engage in any Business Activities (as hereinafter defined) in Pinellas, Hillsborough, Pasco, Polk, Sarasota, Manatee, or any other counties in the State of Florida in which the Bank is doing business as of the Effective Date or does business in during the Term (the “Restricted Area”); (ii) engage in any Business Activities (as hereinafter defined), whether or not in the Restricted Area, with any of the Bank’s Customers, employees, agents or strategic partners, including, but not limited to, accepting a position of employment or entering into a consulting relationship with any of the same; (iii) solicit, induce or influence any of the Bank’s Customers or strategic partners to discontinue or reduce the extent of their business relationship with the Bank or to conduct business, directly or indirectly, with Employee, or (iv) recruit, solicit or otherwise influence any employee, consultant or agent of the Bank (including, but not limited to any employee, consultant or agent of the Bank with which Employee had met, or became associated with, while Employee was employed with the Bank) to discontinue such employment, consulting or agency relationship with the Bank. A former employee of the Bank shall be considered an employee for purposes of the preceding sentence for one (1) year after such employee’s employment with the Bank has ceased. “Business Activities” shall be deemed to include any business activities concerning banking services or any other services provided by the Bank.
Covenant Not to Compete; Nonsolicitation. During the Employment Term and for one (1) year immediately following the termination of Employee’s employment (the “Noncompete Period”), regardless of the reason, if any, for any such termination, Employee shall not, on his behalf or on behalf of or in conjunction with any other person, persons, firm or partnership, corporation, entity or company:
(a) compete, directly or indirectly, with the Corporation or engage or participate, directly or indirectly, in any business or businesses substantially similar to the business conducted by the Corporation, including needle-free injectors, mini-needle injectors, transdermal gel delivery systems and fast melting oral tablet delivery systems, as of the Effective Date or as may thereafter be conducted by the Corporation at any time during the Noncompete Period.
(b) solicit or cause to be solicited any customers of the Corporation in manner prohibited by the terms hereof.
(c) recruit or cause any other person to recruit any employee of the Corporation to any of said business or businesses.
