Covenant Not to Compete/Solicit. In consideration for the right to receive the Severance provided for herein, the Executive agrees as follows:
(a) During his employment with the Company and for a period of 6 months from the effective date of any termination of the Executive’s employment by the Company for (A) Cause, or (B) without Cause, or (ii) by the Executive, the Executive shall not, directly or indirectly, commence employment with or render services to any other bank or banking institution within the State of New Jersey; provided, however, that if the Executive’s employment is terminated by the Company without Cause, or the Executive voluntarily terminates his employment with the Company, and he is not entitled to any Severance with respect to any such termination, the provisions of this Section 4(a) shall not apply to the Executive.
(b) During his employment with the Company and for a period of 12 months from the effective date of any termination of the Executive’s employment with the Company for any reason whatsoever, the Executive shall not recruit any employee of the Company or solicit or induce, attempt to solicit or induce, or assist in the solicitation or inducement of any employee of the Company to terminate his or her employment, or otherwise cease his or her relationship, with the Company, or solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers or accounts of the Company that were served by the Company while the Executive was employed by the Company.
(c) The Executive acknowledges that the restrictions set forth in this Section 4 are reasonable and necessary for the protection of the business and good will of the Company.
Covenant Not to Compete/Solicit. The Employee hereby provides the Company with the following covenants:
(a) The Employee recognizes and acknowledges that the Proprietary Information (as hereinafter defined) is a valuable, special and unique asset of the Company. As a result, both during the Term and thereafter, the Employee shall not, without the prior written consent of the Company, for any reason, either directly or indirectly, divulge to any third-party or use for his own benefit, or for any purpose other than the exclusive benefit of the Company, any confidential, proprietary, business and technical information or trade secrets of any of the Company or of any subsidiary or affiliate thereof (the “Proprietary Information”) revealed, obtained or developed in the course of his employment with the Company. Proprietary Information shall include, but shall not be limited to: technical information, including research design, results, techniques and processes; computer codes or instructions (including source and object code listings, program logic algorithms, subroutines, modules or other subparts of computer programs and related documentation, including program notation); computer processing systems and techniques; concepts, layouts, flowcharts and specifications; know-how; any associated user or service manuals or other like textual materials (including any other data and materials used in performing the Employee’s duties); all computer inputs and outputs (regardless of the media on which stored or located); hardware and software configurations, designs, architecture and interfaces; technical management information, including project proposals, research plans, status reports, performance objectives and criteria, and analyses of areas for business development; and business information, including project, financial, accounting and personnel information, business strategies, plans and forecasts, customer and supplier lists, customer and supplier information and sales and marketing plans, efforts, information and data. In addition, “Proprietary Information” shall include all information and materials received from a third party by the Company or the Employee which third party is subject to an obligation of confidentiality and/or non-disclosure. Nothing contained herein shall restrict the Employee’s ability to make such disclosures during the Term as may be necessary to the effective and efficient discharge of the duties required by the position or as such disclosures may be required by law, as ...
Covenant Not to Compete/Solicit. In consideration for the right to receive the Severance provided for herein, the Employee agrees as follows:
(a) During his employment with the Company and for a period of thirty (30) days from the date of any termination of the Employee's employment with the Company for any reason whatsoever, the Employee shall not, directly or indirectly, accept employment from or render services to any other bank or banking institution within a forty (40) mile radius of the Company's headquarters.
(b) During his employment with the Company and for a period of thirty (30) days from the date of any termination of the Employee's employment with the Company for any reason whatsoever, the Employee shall not recruit, solicit, induce, attempt to solicit or induce, or assist in the solicitation or inducement of any employee of the Company to terminate his or her employment, or otherwise cease his or her relationship, with the Company.
(c) The Employee acknowledges that the restrictions set forth in this Section 4 are reasonable and necessary for the protection of the business and good will of the Company.
Covenant Not to Compete/Solicit. Participant will not directly or indirectly (whether as a principal, agent, independent contractor, employer, employee, investor, partner, shareholder, director or otherwise):
(a) During the Participant’s employment with the Company, solicit business or provide products and/or services which are the same as or competitive with that solicited or provided by the Company from any company, enterprise or person which was a customer of the Company at any time during Participant’s employment with the Company;
(b) During the Participant’s employment with the Company, engage in any business or participate, invest or have any interest in, by way of example but without limitation, any person, firm, corporation, sole proprietorship or business, that engages in any business or activity anywhere in the world, which business or activity is the same as, similar to, or competitive with any business or activity now, heretofore or hereafter engaged in by the Company; or
(c) During the Participant’s employment with the Company, induce or attempt to persuade any employee, agent, supplier or customer of the Company to terminate any similar employment, agency, supplier or customer relationship with the Company in order to enter into any such relationship on behalf of any other company, enterprise or person. Notwithstanding anything contained herein to the contrary, (A) Participant shall not be prohibited from owning any interest in or shares of mutual or similar funds which are nationally recognized and which own equity securities of any corporation, if such securities are publicly traded and listed on any national or regional stock exchange and (B) Participant shall not be prohibited from accepting a position of full-time employment with any such customer of the Company, provided that Participant shall not engage in any activities prohibited hereunder with respect to any other customer(s) of the Company.
Covenant Not to Compete/Solicit a) From and after the Closing until the fifth anniversary of the Closing Date, to protect and preserve the value of the Acquired Assets and the Wholesale Business, the Seller Companies (and their Affiliates) shall not, without the prior written approval of Purchaser, directly or indirectly, solicit, encourage, entice or induce any Wholesale Customer, New Customer or other prospective wholesale customer within the same geographic area as the Wholesale Business ("Prospective Customer") to enter into a supply agreement or any other arrangement to supply product or services to such customer for the account of a Seller Company (or an Affiliate); or enter into with any Wholesale Customer, New Customer or Prospective Customer a supply agreement or any other arrangement to supply product or services to such customer for the account of a Seller Company (or an Affiliate). Further, from and after the date hereof until February 15, 2011, to protect and preserve the value of the Acquired Assets and the Wholesale Business, the Seller Companies (and their Affiliates) shall not, without the prior written approval of Purchaser, open any new Corporate Stores through the construction or development of a new supermarket building or the re-development of an existing non-supermarket building in the same geographic area as the Wholesale Customers. Notwithstanding the foregoing, the Seller Companies (and their Affiliates) shall have no obligation to refrain from: (i) providing the Additional Services, as defined in the Transition Services Agreement, to the Wholesale Customers, and (ii) providing any of the services to be provided under the Transition Services Agreement or the 3PL Agreement.
b) Each of the Seller Companies and Purchaser acknowledges that the covenants contained in this Section 8.9 were a material and necessary inducement for Purchaser to agree to the transactions contemplated hereby, and that violation of any covenants contained in this Section 8.9 will cause irreparable and continuing damage to Purchaser, that Purchaser shall be entitled to injunctive or other equitable relief from any court of competent jurisdiction restraining any further violation of such covenants and that such injunctive relief shall be cumulative and in addition to any other rights or remedies to which Purchaser may be entitled.
c) If it is ever held by any court of competent jurisdiction that the restrictions placed on a Seller Company under this Section 8.9 are too onerous and are not nec...
Covenant Not to Compete/Solicit. In consideration for the right to receive the Severance provided for herein, the Executive agrees as follows:
(a) During her employment with the Company and for a period of 6 months from the effective date of any termination of the Executive's employment by the Company for (A) Cause, or (B) without Cause, or (ii) by the Executive, the Executive shall not, directly or indirectly, commence employment with or render services to any other bank or banking institution within the State of New Jersey; provided, however, that if the Executive's employment is terminated by the Company without Cause, or the Executive voluntarily terminates her employment with the Company, and she is not entitled to any Severance at the time of any such termination, the provisions of this Section 4(a) shall not apply to the Executive; provided, further, that, notwithstanding the foregoing, the Executive may directly or indirectly commence employment with or render services to any other bank or banking institution within the State of New Jersey after 3 months from the date of any termination of Executive's employment with the understanding and agreement that the Company's obligation to pay any Severance to Executive hereunder shall cease as of the date the Executive is employed or renders services to any bank or banking institution within the State of New Jersey if such employment or provision of services occurs after 3 months but prior to 6 months from the date of any termination of Executive's employment.
(b) During her employment with the Company and for a period of 12 months from the effective date of any termination of the Executive's employment with the Company for any reason whatsoever, the Executive shall not recruit any employee of the Company or solicit or induce, attempt to solicit or induce, or assist in the solicitation or inducement of any employee of the Company to terminate her or her employment, or otherwise cease her or her relationship, with the Company, or solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers or accounts of the Company that were served by the Company while the Executive was employed by the Company; provided, however, that, notwithstanding the foregoing, the Executive may solicit, divert or take away, or attempt to solicit, divert or take away, the business or patronage of any of the clients, customers or accounts of the Company that were served by the Company while the Ex...
Covenant Not to Compete/Solicit. Participant will not directly or indirectly (whether as a principal, agent, independent contractor, employer, employee, investor, partner, shareholder, director or otherwise):
(a) During the Participant’s employment with the Company and for a period of two (2) years thereafter, solicit business or provide products and/or services which are the same as or competitive with that solicited or provided by the Company from any company, enterprise or person which was a customer of the Company at any time during Participant’s employment with the Company;
(b) During the Participant’s employment with the Company and for a period of two (2) years thereafter, engage in any business or participate, invest or have any interest in, by way of example but without limitation, any person, firm, corporation, sole proprietorship or business, that engages in any business or activity anywhere in the world, which business or activity is the same as, similar to, or competitive with any business or activity now, heretofore or hereafter engaged in by the Company; or
(c) During the Participant’s employment with the Company and for a period of two (2) years thereafter, induce or attempt to persuade any employee, agent, supplier or customer of the Company to terminate any similar employment, agency, supplier or customer relationship with the Company in order to enter into any such relationship on behalf of any other company, enterprise or person. Notwithstanding anything contained herein to the contrary, (A) Participant shall not be prohibited from owning any interest in or shares of mutual or similar funds which are nationally recognized and which own equity securities of any corporation, if such securities are publicly traded and listed on any national or regional stock exchange and (B) Participant shall not be prohibited from accepting a position of full-time employment with any such customer of the Company, provided that Participant shall not engage in any activities prohibited hereunder with respect to any other customer(s) of the Company.
Covenant Not to Compete/Solicit. During the period of the Employee’s employment hereunder and thereafter until the date which is twenty-four (24) months (the “Noncompete Period”) from the date the Employee’s employment under this Agreement terminates for any reason whatsoever, except for a termination, by the Employer without Cause pursuant to Article 11, it being understood that Employee shall not be restricted by this Article 7 if Employee’s employment is terminated by the Employer without Cause as defined in Article 10, the Employee shall not, directly or indirectly:
A. except as a passive investor owning less than ten percent (10%) of the stock of a publicly held company;
i. own, manage, operate, control or participate in the ownership, management, operation or control;
ii. serve as an officer, director, partner, employee, agent, consultant, advisor, developer or in any similar capacity with; or
iii. have any financial interest in or aid or assist anyone else in the conduct of (including, without limitation, soliciting the Employer’s customers), any business or business activities which is or may be reasonably construed to be competitive with the businesses of the Employer (including Affiliates thereof) as such businesses were conducted from time to time during Employee’s Term of employment if conducted within three (3) miles of any business facility owned, managed, operated (whether directly or indirectly such as through a license, franchise or similar arrangement) or under construction, development proposal, or planning, or under agreement, proposal, or offer or active consideration (as demonstrated by meaningful negotiations or other significant conduct by the Employer or for the Employer, its subsidiaries or Affiliates (collectively, the “Noncompete Facilities”) as of the date of termination of this Agreement; or
B. solicit the employment of, negotiate with respect to employment with or employ any of the management or other key employees of the Employer its subsidiaries or Affiliates, other than on behalf of the Employer,
C. The foregoing restrictions of this Article 7 shall not restrict Employee from accepting full-time employment with a manufacturer of prescription Pharmaceuticals (a “Drug Manufacturer”), a wholesaler of prescription Pharmaceuticals (a “Drug wholesaler”) or a recognized drug chain with a national presence (a “National Chain”) not acting as a franchisor, even if the retail store locations of such a National Chain are within the prohibited, three (3) mile radius o...
Covenant Not to Compete/Solicit. The Employee hereby provides the Company with the following covenants:
Covenant Not to Compete/Solicit. (a) During the term of Appex'x xxxloyment with Myo, Appex xxxll not directly or indirectly, promote, participate, or engage in any activity or other business competitive with Myo's business.
(b) Because of his employment by Myo, Appex xxxl have access to trade secrets and Confidential Information about Myo, its products, its customers, and its methods of doing business. In consideration of his access to this information, Appex xxxees that for a period of three years after termination of his employment, he will not, directly or indirectly, compete with Myo in the field of diagnosis or treatment of soft tissue muscle injuries of the back, neck, arms or legs in the following locations: the state of California and any other location where Myo has distributed its products. Appex xxxerstands that direct competition means design, development, production, promotion, or sale of products or services competitive with those of Myo. Indirect competition means employment by any competitor or third party providing products competing with Myo's products, for whom Appex xxxl perform the same or similar function as he performs for Myo.
