Covenants Not to Compete and Not to Solicit. In the event of the Executive's Termination of Employment, the Company's obligations to provide the payments and benefits set forth in Section 2 shall be expressly conditioned upon the Executive's compliance with the covenants not to compete and not to solicit as provided herein. In the event the Executive breaches his obligations to the Company as provided herein, the Company's obligations to provide the payments and benefits set forth in Section 2 shall cease, without prejudice to any other remedies that may be available to the Company.
Covenants Not to Compete and Not to Solicit. (a) Upon the termination of the Executive’s employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, consultant, director, officer, stockholder, or employee of any business entity, or otherwise in any territory in which the Company is actively engaged in business (i) open or operate any business which is in competition with any business of the Company, (ii) act as an employee, agent, advisor or consultant or any competitor of the Company, (iii) solicit or accept business from any of the Company’s competitors, (iv) take any action to or do anything reasonably intended to divert business from the Company or influence or attempt to influence any existing customers of the Company to cease doing business with the Company or to alter its business relationship with the Company, or (v) take any action or do anything reasonably intended to influence any suppliers of the Company to cease doing business with the Company or to alter its business relationship with the Company. Executive further covenants and agrees that he will not for himself or on behalf of any other person, partnership, firm, association or corporation in any territory served by the Company, directly or indirectly solicit or accept business from any of the Company’s existing customers for the purchase or sale of products or services of a like kind to those sold or provided the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent (1%) of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(b) Upon the termination of the Executive’s employment with the Company pursuant to Section 5(a) and for a period of eighteen (18) months thereafter, Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause any employee of the Company to leave his or her employment either for Executive or for any other entity or person.
(c) Executive represents that he (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the len...
Covenants Not to Compete and Not to Solicit. In the event of the Executive's Termination of Employment, the CONSOL Companies' obligations to provide the payments and benefits set forth in Section 2 shall be expressly conditioned upon the Executive's compliance with the covenants not to compete and not to solicit as provided herein. In the event the Executive breaches the Executive’s obligations to the CONSOL Companies as provided herein, the CONSOL Companies' obligations to provide the payments and benefits set forth in Section 2 shall cease, without prejudice to any other remedies that may be available to the CONSOL Companies. For purposes of this Section 10 and the definition of “Restricted Business” and “Restricted Territory” as used herein, the term “CONSOL Companies” will also include any Subsidiary of any CONSOL Company.
Covenants Not to Compete and Not to Solicit. (a) The Executive covenants and agrees that during the term of his employment, and for a period of twelve (12) months from and after the date that the Executive ceases to be employed by the Bank (the “Non-Compete Period”) for any reason other than for “cause”, he will not, directly or indirectly, in any individual or representative capacity whatsoever be directly or indirectly employed by a Competitive Business as an employee, consultant or in any other capacity to provide or undertake those duties customarily performed by any executive, including a vice-president, or senior loan officer of the Bank anywhere within a thirty-five (35) air mile radius of any office operated by the Bank on the date the Executive’s employment terminates (the “Trade Area”); Additionally, the Executive covenants and agrees that during the term of his employment, and for a period of twelve (12) months from and after the date that the Executive ceases to be employed by the Bank for any reason, during the Non-Compete Period, he will not, directly or indirectly, in any individual or representative capacity whatsoever: (i) solicit, or assist any other person or business entity in soliciting, any depositors or other customers of the Bank to make deposits in or to become customers of any other financial institution conducting a Competitive Business; or (ii) knowingly induce any individuals to terminate their employment with the Bank or its Affiliates, each of the aforesaid activities described in this paragraph 11(a) being deemed a “Competitive Activity”. The term “Competitive Business” means provision of those banking products and services that are substantially similar to those offered by the Bank on the date that the Executive’s employment terminates. The Executive further agrees that if the Executive violates this Section 11 during the Non-Compete Period, the Non-Compete Period shall be extended by an amount of time equal to the length of the period of any such violation(s).
Covenants Not to Compete and Not to Solicit. (a) As an inducement for Buyer to enter into the Purchase Agreement, Seller agrees that for five (5) years following the Closing Date, Seller shall not, anywhere in the United States or elsewhere in the world, directly or indirectly (i) engage, without the prior express written consent of Buyer, in any business or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (except as a holder of less than 5% of the combined voting power of the outstanding stock of a publicly held company) or in any other individual, corporate or representative capacity, or render any services or provide any advice to any business, activity, person or entity, if Seller knows or reasonably should know that such business, activity, service, person or entity, directly or indirectly, competes in any material manner with the Business, or (ii) meaningfully assist, help or otherwise support, without the prior express written consent of Buyer, any person, business, corporation, partnership, or other entity or activity, whether as an employee, consultant, partner, principal, agent, representative, stockholder (other than in the capacity as a stockholder of less than 5% of the combined voting power of the outstanding shares of stock of a publicly held company) or in any other individual, corporate or representative capacity, to create, commence or otherwise initiate, or to develop, enhance or otherwise further, any business or activity if Seller knows or reasonably should know that such business or activity, directly or indirectly competes in any material manner with the Business; provided that the foregoing shall not apply to an acquisition of substantially all the assets of Seller or a change of control of Seller which involves a third party buyer so long as neither Seller nor its employees participate in or use their knowledge of, or expertise with respect to, the Business to compete with or enable such acquirer of Seller to compete with the Business. For purposes of this Agreement, a chemical or biochemical product or process that performs substantially the same healing function as a Product is not "competitive" with the Business, but a device (whether or not implantable) or mechanical or electromechanical process would be competitive with the Business if performing substantially the same healing function as a Product.
(b) As an inducement for Buyer to enter into the Purchase Agreement, Seller agrees that for two years following the date h...
Covenants Not to Compete and Not to Solicit a. Employee shall not during the Term of this Agreement and for a period of one (1) year thereafter, directly or indirectly, engage in (whether as an employee, consultant, proprietor, partner, director or otherwise), or have any ownership interest in, or participate in the financing, operation, management or control of, any person, firm, corporation or business that is a Restricted Business in a Restricted Territory without the prior written consent of Company. It is agreed that ownership of (i) no more than .5% of the outstanding voting stock of a publicly traded corporation, or (ii) any stock presently owned by Employee, shall not constitute a violation of this provision.
b. Employee agrees that for a period of one (1) year after the termination of this , Employee shall not:
i. Solicit, encourage, or take any other action which is intended to induce any other employee of Company to terminate his or her employment with Company; or
ii. Interfere in any manner with the contractual or employment relationship between Company and any employee of Company. The foregoing shall not prohibit Employee or any entity with which Employee may be affiliated from hiring a former employee of Company; provided that such hiring results exclusively from such former employee's affirmative response to a general recruitment effort.
c. The parties intend that the covenants contained in the preceding paragraphs shall be construed as a series of separate covenants, one for each county, city and state or other political subdivision of the Restricted Territory. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding paragraphs. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in said paragraphs, then such unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced.
d. In the event that the provisions of this Section 5 should ever be deemed to exceed the time, scope or geographic limitations permitted by applicable laws, then such provisions shall be reformed to the maximum time, scope or geographic limitations, as the case may be, permitted by applicable laws.
Covenants Not to Compete and Not to Solicit. Grantee acknowledges and agrees that, during Xxxxxxx’s employment with the Company, Grantee has and will become acquainted with and obtain confidential, proprietary, and trade secret information about the Company’s processes, plans, strategies and operations, customers, suppliers and distributors, including the status of the Company’s relationships with customers, suppliers, vendors and distributors; the preferences of the Company’s customers, suppliers and distributors; pricing, discounting, margin and contracting terms related to the Company’s customers, suppliers and distributors; information related to the technology, products and services of the Company, the amounts and sources of income, profits, losses or expenditures or other information of commercial value; and other non-public information about the Company’s customer, supplier and distributor relationships that give the Company a competitive edge in the marketplace. In exchange for and by accepting the benefits afforded by this Agreement, including the RSUs referenced herein, and to protect the Company’s confidential, proprietary, and trade secret information, and the Company’s investment in building the relationships with its customers, suppliers and distributors, the Grantee agrees to these terms:
(A) To the fullest extent permitted by law and only where permitted by governing law, Grantee hereby agrees that during his or her employment with the Company or any of its Subsidiaries and for a period of two years following Xxxxxxx’s termination of employment with the Company and its Subsidiaries (the “Non-Compete Period”), he or she will not, in association with or as an officer, principal, manager, member, advisor, agent, partner, director, material shareholder, employee or consultant of any corporation (or sub-unit, in the case of a diversified business) or other enterprise, entity or association, work on the acquisition or development of, or engage in any line of business, property or project which is, directly or indirectly, competitive with any business that the Company or any of its Subsidiaries engages in or is planning to engage in during the term of Grantee’s employment with the Company or any Subsidiary, including but not limited to, any business engaged in the development, manufacture, distribution and sale of paint, coatings and related products to professional, industrial, commercial and retail customers (the “Business”). Such restriction shall cover Xxxxxxx’s activities anywhere in th...
Covenants Not to Compete and Not to Solicit. (a) Until the Executive has received all Severance Payments as provided in Section 3, upon the termination of the Executive's employment with the Company for any reason, the Executive agrees that he shall not, on his own behalf, or as owner, manager, advisor, principal, agent, partner, consultant, director, officer, stockholder or employee of any business entity, or otherwise participate in the development or provision of goods or services which are directly or indirectly competitive with goods or services provided (or proposed to be provided) by the Company without the express written authorization of the Company. The foregoing covenant shall not be deemed to prohibit Executive from acquiring an investment not more than one percent of the capital stock of a competing business, whose stock is traded on a national securities exchange or through the automated quotation system of a registered securities association.
(b) Until the later of (i) five years after the date of this Agreement or (ii) one year after termination of Executive's employment, upon the termination of Executive's employment with the Company for any reason, the Executive agrees that he shall not either directly or indirectly solicit, induce, attempt to hire, recruit, encourage, take away, hire any employee of the Company or cause an employee to leave their employment either for Executive or for any other entity or person.
(c) The Executive represents that his (i) is familiar with the foregoing covenants not to compete and not to solicit, and (ii) is fully aware of his obligations hereunder, including, without limitation, the reasonableness of the length of time, scope and geographic coverage of these covenants.
Covenants Not to Compete and Not to Solicit. Employee agrees that, during Employee’s employment with the Company and for a period of [__] months immediately following Employee’s termination of employment for any reason (collectively, the “Restriction Period”), Employee shall abide by the following restrictions:
Covenants Not to Compete and Not to Solicit. (a) The Executive covenants and agrees that during the term of his employment, and for a period of twelve (12) months from and after the date that the Executive ceases to be employed by the Company (the “Non-Compete Period”) for any reason other than for “cause”, he will not, directly or indirectly, in any individual or representative capacity whatsoever be directly or indirectly employed by a Competitive Business as an employee, consultant or in any other capacity to provide or undertake those duties customarily performed by any executive, including,
