COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. The Employee acknowledges that the Employee’s services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon the Employee for the development and growth of its business and related functions, and that the Employee will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. The Employee further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, the Employee covenants and agrees that at no time during the Restriction Period (as defined below) shall the Employee either alone or as a stockholder, partner, consultant, owner, agent, creditor, co-venturer of any other entity or in any other capacity, directly or indirectly, engage in the Business (as defined below); provided that nothing herein shall prohibit the Employee from being an owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Employee does not actively participate in the business of such corporation. For the purpose of this Paragraph 7(c), the “Business” means the business of developing, manufacturing and marketing high temperature superconductivity products designed to enhance the quality, capacity, coverage and flexibility of cellular, personal communication services and other wireless telecommunications services. For the reasons acknowledged by the Employee at the beginning of this Paragraph 7(c), the Employee additionally acknowledges, covenants, and agrees that at no time during the Term nor during the period commencing on the date of termination of the Employee’s employment with the Company and ending the day following the first anniversary of the date of termination of the Employee’s employment with the Company for any reason, shall the Employee, directly or indirectly, either alone or as a stockholder, partner, consultant, adviser, owner, agent, creditor, co-venturer of any other entity, or in any other capacity, (i) knowingly sell to or solicit sales of products produced in the Business to any customer or account which was a customer or account of the Company during the Employee’s employment with the Company, or (ii) (other than through general, non targeted advertisements) intentionally solicit, hire, knowingly attempt to solicit...
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. (i) VP acknowledges that: [a] the Company will rely upon VP to help maintain and grow the Company’s business and related functions; [b] VP will have business relationships on the Company’s behalf with the Company’s significant customers, suppliers and vendors with whom the Company has exclusive, long-term or near-permanent relationships; and [c] VP will have access to, use or control of highly valuable non-public tangible confidential information about the Company’s developed and developing technology, inventions, equipment, methods and know-how concerning nanomaterials production, coating and marketing, as well as highly valuable non-public tangible and non-tangible proprietary information about the Company’s finances, pending transactions, customer identity and Customer dealings.
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Executive acknowledges and agrees that, as the Chief Executive Officer of the Company and certain of its Affiliates, he is responsible for, and directly involved in, developing goodwill and business relationships for the benefit of the Company, he is responsible for the operation and development of the Company’s business in each and every location in the United States where the Company engages in business or which has been or will be targeted by the Company, he will gain knowledge of the Company’s most proprietary and valuable Confidential Information, and has been and will be compensated for the development, and supervising the development, of the same, and that he will gain unique insight into and knowledge of the skills, talents and capabilities of the Company’s key employees. Executive further acknowledges and agrees that the restrictions contained in Sections 4 and 5 are reasonable and necessary to protect the legitimate business interests of the Company, in view of, among other things, the short duration of the restrictions, the narrow scope of the restrictions, and the Company’s interests in protecting its goodwill, valuable Confidential Information, trade secrets, and its business relationships with customers, insurance agents, insurance agencies, wholesale brokers, wholesale agents, managing general agents, or other individuals or entities necessary to the sale or marketing of the Company’s or its Affiliates’ policies, products, or services. Executive agrees that his background and capabilities will allow him to seek and accept employment acceptable to him without violation of the restrictions contained in this Agreement. Executive also acknowledges and agrees that at the inception of his employment with the Company it was agreed that he would be bound by non-competition and non-solicitation restrictions, that such restrictions were a condition of employment, and that this Agreement memorializes those restrictions. Executive further acknowledges and agrees that his employment with the Company constitutes sufficient consideration for his agreement to the non-competition and non-solicitation restrictions set forth in this Agreement.
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Executive acknowledges that but for Executive's employment with the Company:
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Laves acknowledges that his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon Laves for the development and growth of its business and related functions, and that he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. Laves further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, Laves covenants and agrees that during the Non-Competition Period Laves shall not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the development or production of (i) high temperature superconducting materials, (ii) radio frequency filter devices, or (iii) fault current limiter devices, in any such case for or related to uses which are or could reasonably deemed to be competitive with the current or currently contemplated business of the Company in the world. For the reasons acknowledged by Laves at the beginning of this Section 8(e), Laves additionally acknowledges, covenants, and agrees that, during the Non-Competition Period, Laves shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) solicit the business of or otherwise contact in any commercial capacity any person or entity that is, or is reasonably anticipated to become, at the date of termination to become, a customer, supplier, or contractor of the Company for the purpose of obtaining business of the type performed by the Company, or (B) solicit for employment any persons who were officers or employees of the Company upon the date of termination of his employment hereunder, or at any time during a ninety-day period preceding such date, or aid any competitive business organization in any attempt to hire any such officers or employees of the Company.
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Executive acknowledges that his services pursuant to this Agreement are unique and extraordinary, that the Company relies upon Executive for the development and growth of its business and related functions, and that he will develop personal relationships with significant customers and suppliers of the Company and have control of confidential information concerning, and lists of customers of, the Company. Executive further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area. For the foregoing reasons, and in consideration of the befits available to Executive under Sections 3, 6(a) and 7(b) of this Agreement, Executive covenants and agrees that during both the Term of this Agreement and the subsequent Non-Competition Period, Executive shall not, in any manner, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, or otherwise affiliated with, any other business (conducted for profit or not for profit) which is principally or materially engaged in or is competitive with the Company's business of developing, producing, coating, refining, forming, marketing, supplying or selling nanocrystalline and ultrafine powders. For the reasons acknowledged by Executive at the beginning of this Section 8(c), Executive additionally covenants and agrees that during the Non-Competition Period, Executive shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, in any manner (A) contact, accept or solicit the business of any person or entity that was a customer, supplier or contractor of or to the Company for the purpose of obtaining business of the type performed by the Company, or (B) contact, accept or solicit or attempt to solicit for employment or engagement any persons who were officers or employees of the Company upon the date of termination of his employment or at any time during a 180 day period preceding the date of termination, or aid any person or entity in any attempt to hire or engage any such officers or employees of the Company. The foregoing restrictions shall not preclude Executive from the ownership of not more than three percent (3%) of the voting securities of any corporation whose voting securities are registered under Section 12(g) of the Securities Exchange Act of 1934, even if its business competes with that of the Company.
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Each Seller hereby covenants that, for any period during which the Seller is a manager, member, officer, director, or consultant of the Company, or is affiliated with the Company in any capacity, and for a period of twelve (12) calendar months following the date of termination of such relationship:
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. (i) Executive Officer acknowledges that: [a] the Company will rely upon Executive Officer to help maintain and grow the Company’s business and related functions; [b] Executive Officer will have business relationships on the Company’s behalf with the Company’s significant customers, suppliers and vendors with whom the Company has exclusive, long-term or near-permanent relationships; and [c] Executive Officer will have access to, use or control of highly valuable non-public tangible confidential information about the Company’s developed and developing technology, inventions, equipment, methods and know-how concerning nanomaterials production, coating and marketing, as well as highly valuable non-public tangible and non-tangible proprietary information about the Company’s finances, pending transactions, customer identity and Customer dealings.
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Nino hereby acknowledges and agrees that Sections 7.2, 7.3 and 7.4 of that certain Confidentiality, Proprietary Information and Inventions Agreement, dated October 31, 2003, by and between the Company and Nino (the "Existing Agreement") shall survive for the periods set forth therein.
COVENANTS OF NON-COMPETITION AND NON-SOLICITATION. Laves acknowledges that his services pursuant to this Agreement are unique and extraordinary, that the Company will be dependent upon Laves for the development and growth of its business and related functions, and that he will continue to develop personal relationships with significant customers of the Company and to have control of confidential information concerning, and lists of customers of, the Company. Laves further acknowledges that the business of the Company is international in scope and cannot be confined to any particular geographic area of the United States. For the foregoing reasons, Laves covenants and agrees that during the Non-Competition Period Laves shall not, directly or indirectly, engage in, be financially interested in, represent, render any advice or services to, or be employed by, any other business (conducted for profit or not for profit) that is engaged in the development or production of (i) high temperature superconducting materials, (ii) radio frequency filter devices, or
