Covenants Not to Compete. No Initial Stockholder, employee, officer or director of the Company is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an Initial Stockholder, employee, officer and/or director of the Company.
Covenants Not to Compete. To the Company’s knowledge, the officers and directors of the Company are not subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect its ability to be an employee, officer or director of the Company.
Covenants Not to Compete. No Company Affiliate is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be a director, officer or employee of the Company.
Covenants Not to Compete a. The Executive covenants and agrees that he will not at any time during his employment with the Corporation and thereafter for the applicable Post-Employment Restriction Period, except with the express prior written consent of the Chairman and Chief Executive Officer of Harbour Group Ltd., any successor to Harbour Group Ltd. or their respective designees, directly or indirectly, whether as employee, owner, partner, agent, director, officer, consultant, shareholder (except as the holder of not more than one percent (1%) of the outstanding shares of a corporation whose stock is listed on any national or regional securities exchange or reported by the National Association of Securities Dealers Automated Quotations System or any successor thereto) either (i) establish any Person that competes with the Corporation or any of its Subsidiaries or (ii) be affiliated or connected with any Person that carries on any business within the states of Wisconsin, Illinois and Missouri, the states contiguous thereto, elsewhere in the United States and the world, that is competitive with the business of the Corporation or any of its Subsidiaries in a capacity which is competitive in any of its duties, responsibilities or activities with the business of the Corporation or any of its Subsidiaries. Without limiting the generality of the preceding sentence, the Executive covenants and agrees that he will not directly or indirectly solicit, divert or accept business from or otherwise take away or interfere with any customer of the Corporation or any of its Subsidiaries, including without limitation any Person who was a customer or whose business was being pursued by the Corporation or any of its Subsidiaries within (x) the period of the Executive's employment with the Corporation, (y) one (1) year prior to such employment or (z) one (1) year after the termination of such employment, including all customers directly or indirectly produced or generated by the Executive. The parties further agree that if the Executive becomes affiliated or connected with any Person described in clause (ii) of this Paragraph 10
(a) during either his employment with the Corporation or the Post-Employment Restriction Period, the Executive shall be obliged to show by clear and convincing evidence that none of his duties, responsibilities or activities entail employment in a capacity which has been, is or is likely to become, competitive with the business of the Corporation or any of its Subsidiaries. T...
Covenants Not to Compete. In consideration of Executive’s continued employment as an executive of the Company and in consideration of the Company’s obligations contained in this Agreement, including, without limitation, its agreeing to grant the options described in Section 3(g) and pay severance benefits in the circumstances specified in Section 9(a), and because Executive shall have access to Confidential Information, including, without limitation, Trade Secrets, Executive hereby covenants as follows:
Covenants Not to Compete. (a) Non-Interference with Customer Accounts. Executive covenants and agrees that, during the Employment Period, and for a period of eighteen (18) months after the date of termination of Executive's employment with the Company, Executive shall not, directly or indirectly, personally or on behalf of any other person, business, corporation, or entity, contact or do business with any customer of the Company with respect to any Internet filtering product or service which is competitive with any product or service which was sold, provided, or under development by the Company at any time during the twelve-month period prior to the date of termination of Executive's employment with the Company. This covenant applies to those customers and the related entities of those customers to which the Company sold its Internet filtering products or services at any time during the twelve-month period prior to the date of termination of Executive's employment with the Company, and those prospective customers with which the Company actively pursued sales or the provision of services at any time during the twelve-month period prior to the date of termination of Executive's employment with the Company.
Covenants Not to Compete. No director or officer of the Company or the Sponsor is subject to any noncompetition agreement or non-solicitation agreement with any employer or prior employer or any other party which could materially affect his ability to be a director, officer or employee of the Company.
Covenants Not to Compete. For purposes of this Agreement, the term “Non- Compete Period” shall mean a period from the date hereof until in the case of a Fault Event, two (2) years immediately following the date of termination or expiration of my employment with the Company, or in the event of a termination or expiration for any other reason, one (1) year immediately following the termination or expiration of my employment with the Company. During the Non-Compete Period, I covenant and agree that I will not, directly or indirectly, (i) own or hold, directly or beneficially, as a shareholder (other than as a shareholder with less than 3% of the outstanding common stock of a publicly traded corporation), option holder, warrant holder, partner, member or other equity or security owner or holder of any company or business that derives revenue from the Restricted Business (as defined below) within the Restricted Area (as defined below), or any company or business controlling, controlled by or under common control with any company or business directly engaged in such Restricted Business within the Restricted Area (any of the foregoing, a “Restricted Company”) or (ii) engage or participate as an employee, director, officer, manager, executive, partner, independent contractor, consultant or technical or business advisor (or any foreign equivalents of the foregoing) in the Restricted Activities within the Restricted Area. Nothing in this Section 7 shall preclude me from accepting employment with a multi-division company so long as (x) my employment is not within a division of my new employer that engages in the Restricted Business within the Restricted Area, (y) during the course of such employment, I do not communicate related to Restricted Activities with any division of my new employer engaged in the Restricted Business within the Restricted Area and (z) I do not engage in the Restricted Activities within the Restricted Area.
Covenants Not to Compete. 2.1 In order to protect the goodwill and unique qualities of the System and the confidentiality and value of the Trade Secrets, and in consideration for the disclosure to Covenantor of the Trade Secrets, Covenantor further agrees and covenants that while employed by Developer Covenantor will not:
a. Divert, or attempt to divert, directly or indirectly, any business, business opportunity or customer of the Restaurants to any competitor.
b. Employ, or seek to employ, any person who is at the time (or has been within the preceding six (6) months) employed by Licensor, or any of its Affiliates, or any operator or developer of Licensor, or otherwise directly or indirectly induce such person to leave that person's employment, except as may occur in connection with Developer's employment of such person if permitted under the Development Agreement.
c. Except with respect to Restaurants described in the Development Agreement and other restaurants operated under operating agreements between Developer and its Affiliates, and Licensor or its Affiliates, directly or indirectly, for Covenantor or through, on behalf of, or in conjunction with any person, persons, partnership, corporation, limited liability company, association, trust, unincorporated association, joint venture or other Entity, without the prior written consent of Licensor, own, maintain, operate, engage in or have any financial or beneficial interest in (including any interest in corporations, partnerships, limited liability companies, associations, trusts, unincorporated associations, joint ventures or other entities), advise, assist or make loans to, any business that operates a full service, varied menu, casual dining restaurant that features freshly prepared items such as steaks, seafood, homemade baked goods and fresh cut salads, and that serves alcoholic beverages through a full-service bar, and which business is located within the United States, its territories or commonwealths, or any other country, province, state or geographic area in which Licensor has used, sought registration of or registered the same or similar Marks or operates or licenses others to operate a business under the same or similar Marks.
2.2 In further consideration for the disclosure to Covenantor of the Trade Secrets and to protect the uniqueness of the System, Covenantor agrees and covenants that for one (1) year following the earlier of the expiration, termination or transfer of all of Developer's interest in the Developmen...
Covenants Not to Compete. 6.1 I covenant and agree that I will not engage in any “Competitive Activity” (as defined below) at any time during my employment with the Company and/or within the fifty-two (52) week period following the date of my termination from the Company for any reason or no reason.
