Common use of Exclusive Efforts Clause in Contracts

Exclusive Efforts. During Executive's employment by Employer, Executive shall render services to Employer exclusively and shall not render, directly or indirectly, any services or engage in business activities with any other person or entity, either as an Executive, employer, consultant, agent, principal, partner, equity holder, corporate officer, director, or in any other individual or representative capacity, without the prior written consent of the Board; provided, however, that Executive may provide consulting services up to ten (10) hours per month for six (6) months from the Effective Date of this Agreement so long as such consulting services are not in direct conflict or competition with the Company and his duties and obligations to the Company. Executive agrees to serve Employer faithfully, to execute to the best of Executive’s abilities the duties of Executive’s position, and to devote Executive’s entire business time, attention, and efforts to the interests and business of Employer. Notwithstanding the foregoing, but subject at all times to the restrictions in Sections 4 and, subject to approval of the Board, not to be unreasonably withheld, Executive shall not be restricted from participating as an advisor, director, or in similar capacities with charitable or professional organizations, so long as such participation (i) complies with Employer's written employment policies, and (ii) does not materially interfere with the satisfaction of Executive' s obligations hereunder. While employed by Employer, Executive shall not, without the prior written consent of the Board, directly or indirectly, whether as a partner, Executive, creditor, shareholder, or otherwise, promote, participate, or engage in any activity or other business competitive with Employer's business. Notwithstanding the foregoing provisions of this Section 2(b). Executive may (A) make passive investments of not more than one percent (1%) of the outstanding shares of, or any other equity interest in, a company listed on a national securities exchange or in an over-the-counter securities market and Executive is not otherwise associated directly or indirectly with such company or with any affiliate of such company and (B) serve on the boards of directors of the companies and organizations set forth on Schedule 1 hereto, and such investments or service shall not constitute a breach of this Section 2(b).

Exclusive Efforts. During Executive's employment by Employer, Executive shall render services to Employer exclusively and shall not render, directly or indirectly, any services or engage in business activities with any other person or entity, either as an Executive, employer, consultant, agent, principal, partner, equity holder, corporate officer, director, or in any other individual or representative capacity, without the prior written consent of the Board; provided, however, that Executive may provide consulting services up to ten (10) hours per month for six (6) months from the Effective Date of this Agreement so long as such consulting services are not in direct conflict or competition with the Company and his duties and obligations to the Companyservices. Executive agrees to serve Employer faithfully, to execute to the best of Executive’s abilities the duties of Executive’s position, and to devote Executive’s entire business time, attention, and efforts to the interests and business of Employer. Notwithstanding the foregoing, but subject at all times to the restrictions in Sections 4 and, subject to approval of the Board, not to be unreasonably withheld, Executive shall not be restricted from participating as an advisor, director, or in similar capacities with charitable or professional organizations, so long as such participation (i) complies with Employer's written employment policies, and (ii) does not materially interfere with the satisfaction of Executive' s obligations hereunder. While employed by Employer, Executive shall not, without the prior written consent of the Board, directly or indirectly, whether as a partner, Executive, creditor, shareholder, or otherwise, promote, participate, or engage in any activity or other business competitive with Employer's business. Notwithstanding the foregoing provisions of this Section 2(b). Executive may (A) make passive investments of not more than one percent (1%) of the outstanding shares of, or any other equity interest in, a company listed on a national securities exchange or in an over-the-counter securities market and Executive is not 4856-3331-9237.1 / 118132-1000 otherwise associated directly or indirectly with such company or with any affiliate of such company and (B) serve on the boards of directors of the companies and organizations set forth on Schedule 1 hereto, and such investments or service shall not constitute a breach of this Section 2(b).

Exclusive Efforts. During Executive's Employee’s employment by Employer, Executive Employee shall render services to Employer exclusively exclusively, and shall not render, directly or indirectly, any services or engage in business activities with any other person or entity, either as an Executiveemployee, employer, consultant, agent, principal, partner, equity holderequityholder, corporate officer, director, or in any other individual or representative capacity, without the prior written consent of the Board; provided, however, that Executive may provide consulting services up to ten (10) hours per month for six (6) months from the Effective Date of this Agreement so long as such consulting services are not in direct conflict or competition with the Company and his duties and obligations to the Company. Executive Employee agrees to serve Employer faithfully, to execute to the best of Executive’s his abilities the duties of Executive’s his position, and to devote Executive’s his entire business time, attention, and efforts to the interests and business of Employer. Notwithstanding the foregoing, but subject at all times to the restrictions in Sections 4 andand 5, and subject to approval of the Board, not to be unreasonably withheld, Executive Employee shall not be restricted from participating as an advisor, director, director or in similar capacities with charitable or professional organizations, so long as such participation (i) complies with Employer's ’s written employment policies, and (ii) does not materially interfere with the satisfaction of Executive' s Employee’s obligations hereunderhereunder . While employed by Employer, Executive Employee shall not, without the prior written consent of the Board, directly or indirectly, whether as a partner, Executiveemployee, creditor, shareholder, or otherwise, promote, participate, participate or engage in any activity or other business competitive with Employer's ’s business. Notwithstanding the foregoing provisions of this Section 2(b3(b). Executive , Employee may (A) make passive investments of not more than one percent (1%) of the outstanding shares of, or any other equity interest in, a company listed on a national securities exchange or in an over-the-counter securities market and Executive Employee is not otherwise associated directly or indirectly with such company or with any affiliate of such company and (B) serve on the boards of directors of the companies and organizations set forth on Schedule 1 hereto, and such investments or service shall not constitute a breach of this Section 2(b).

Exclusive Efforts. During Executive's employment by Employer, Executive shall render services to Employer exclusively and shall not render, directly or indirectly, any services or engage in business activities with any other person or entity, either as an Executive, employer, consultant, agent, principal, partner, equity holder, corporate officer, director, or in any other individual or representative capacity, without the prior written consent of the Board; provided, however, that Executive may provide consulting services up to ten (10) hours per month for six (6) months from the Effective Date of this Agreement so long as such consulting services are not in direct conflict or competition with the Company and his duties and obligations to the Company. Executive agrees to serve Employer faithfully, to execute to the best of Executive’s abilities the duties of Executive’s position, and to devote Executive’s entire business time, attention, and efforts to the interests and business of Employer. Notwithstanding the foregoing, but subject at all times to the restrictions in Sections 4 and, subject to approval of the Board, not to be unreasonably withheld, Executive shall not be restricted from participating as an advisor, director, or in similar capacities with charitable or professional organizations, so long as such participation (i) complies with Employer's written employment policies, and (ii) does not materially interfere with the satisfaction of Executive' s obligations hereunder. While employed by Employer, Executive shall not, without the prior written consent of the Board, directly or indirectly, whether as a partner, Executive, creditor, shareholder, or otherwise, promote, participate, or engage in any activity or other business competitive with Employer's business. Notwithstanding the foregoing provisions of this Section 2(b). Executive may (A) make passive investments of not more than one percent (1%) of the outstanding shares of, or any other equity interest in, a company listed on a national securities exchange or in an over-the-counter securities market and Executive is not otherwise associated directly or indirectly with such company or with any affiliate of such company and (B) serve on 4856-3331-9237.1 / 118132-1000 the boards of directors of the companies and organizations set forth on Schedule 1 hereto, and such investments or service shall not constitute a breach of this Section 2(b).

Exclusive Efforts. During Executive's Employee’s employment by Employer, Executive Employee shall render services to Employer exclusively exclusively, and shall not render, directly or indirectly, any services or engage in business activities with any other person or entity, either as an Executiveemployee, employer, consultant, agent, principal, partner, equity holderequityholder, corporate officer, director, or in any other individual or representative capacity, without the prior written consent of the Board; provided, however, that Executive may provide consulting services up to ten (10) hours per month for six (6) months from the Effective Date of this Agreement so long as such consulting services are not in direct conflict or competition with the Company and his duties and obligations to the Company. Executive Employee agrees to serve Employer faithfully, to execute to the best of Executive’s her abilities the duties of Executive’s her position, and to devote Executive’s her entire business time, attention, and efforts to the interests and business of Employer. Notwithstanding the foregoing, but subject at all times to the restrictions in Sections 4 andand 5, and subject to approval of the Board, not to be unreasonably withheld, Executive Employee shall not be restricted from participating as an advisor, director, director or in similar capacities with charitable or professional organizations, so long as such participation (i) complies with Employer's ’s written employment policies, and (ii) does not materially interfere with the satisfaction of Executive' s Employee’s obligations hereunder. While employed by Employer, Executive Employee shall not, without the prior written consent of the Board, directly or indirectly, whether as a partner, Executiveemployee, creditor, shareholder, or otherwise, promote, participate, participate or engage in any activity or other business competitive with Employer's ’s business. Notwithstanding the foregoing provisions of this Section 2(b). Executive , Employee may (A) make passive investments of not more than one percent (1%) of the outstanding shares of, or any other equity interest in, a company listed on a national securities exchange or in an over-the-counter securities market and Executive Employee is not otherwise associated directly or indirectly with such company or with any affiliate of such company and (B) serve on the boards of directors of the companies and organizations set forth on Schedule 1 hereto, and such investments or service shall not constitute a breach of this Section 2(b).

Exclusive Efforts. During Executive's ’s employment by Employer, Executive shall render services to Employer exclusively exclusively, and shall not render, directly or indirectly, any services or engage in business activities with any other person or entity, either as an Executiveemployee, employer, consultant, agent, principal, partner, equity holderequityholder, corporate officer, director, or in any other individual or representative capacity, without the prior written consent of the Board; provided, however, that Executive may provide consulting services up to ten (10) hours per month for six (6) months from the Effective Date of this Agreement so long as such consulting services are not in direct conflict or competition with the Company and his duties and obligations to the Company. Executive agrees to serve Employer faithfully, to execute to the best of Executive’s his abilities the duties of Executive’s his position, and to devote Executive’s his entire business time, attention, and efforts to the interests and business of Employer. Notwithstanding the foregoing, but subject at all times to the restrictions in Sections 4 andand 5, and subject to approval of the Board, not to be unreasonably withheld, Executive shall not be restricted from participating as an advisor, director, director or in similar capacities with charitable or professional organizations, so long as such participation (i) complies with Employer's ’s written employment policies, and (ii) does not materially interfere with the satisfaction of Executive' s ’s obligations hereunderhereunder . While employed by Employer, Executive shall not, without the prior written consent of the Board, directly or indirectly, whether as a partner, Executiveemployee, creditor, shareholder, or otherwise, promote, participate, participate or engage in any activity or other business competitive with Employer's ’s business. Notwithstanding the foregoing provisions of this Section 2(b3(b). , Executive may (A) make passive investments of not more than one percent (1%) of the outstanding shares of, or any other equity interest in, a company listed on a national securities exchange or in an over-the-counter securities market and Executive is not otherwise associated directly or indirectly with such company or with any affiliate of such company and (B) serve on the boards of directors of the companies and organizations set forth on Schedule 1 hereto, and such investments or service shall not constitute a breach of this Section 2(b).

Exclusive Efforts. During Executive's ’s employment by Employerthe Company, Executive shall render services to Employer exclusively the Company exclusively, and shall not render, directly or indirectly, any services or engage in business activities with any other person or entity, either as an Executiveemployee, employer, consultant, agent, principal, partner, equity holder, corporate officer, director, or in any other individual or representative capacity, that are directly or indirectly competitive with or otherwise harmful to, any business or other activity then conducted by the Company or its affiliates, without the prior written consent of the Board; provided, however, that Executive may provide consulting services up to ten (10) hours per month for six (6) months from the Effective Date of this Agreement so long as such consulting services are not in direct conflict or competition with the Company and his duties and obligations to the Company. Executive agrees to serve Employer the Company faithfully, to execute to the best of Executive’s his abilities the duties of Executive’s his position, and to devote Executive’s his entire business time, attention, and efforts to the interests and business of Employerthe Company. Notwithstanding the foregoing, but subject at all times to the restrictions in Sections 4 and, subject to approval of the Board, not to be unreasonably withheldand 5, Executive shall not be restricted from participating as an advisor, director, director or in similar capacities with charitable or professional organizations, so long as such participation (i) is for no or nominal consideration, (ii) complies with Employer's written the Company’s employment policies, and (iiiii) does not materially interfere with the satisfaction of Executive' s ’s obligations hereunderhereunder (for the avoidance of doubt, such participation shall not be during normal business hours of the Company) and (iv) no asset of the Company is used in connection with such participation. While employed by EmployerIn addition, subject to conflict of interest and xxxxxxx xxxxxxx policies of the Company, Executive shall not, without the prior written consent of the Board, directly or indirectly, whether as a partner, Executive, creditor, shareholder, or otherwise, promote, participate, or engage in any activity or other business competitive with Employer's business. Notwithstanding the foregoing provisions of this Section 2(b). Executive may (A) make passive investments of not more than one percent (1%) of the outstanding shares of, or any other equity interest in, a company (other than the Company or its affiliates) listed on a national securities exchange or in an over-the-counter securities market market. Executive represents and Executive warrants to the Company that he is not otherwise associated directly under any contractual commitment which prohibits or indirectly limits his employment by the Company or which is inconsistent with such company or with any affiliate of such company and (B) serve on the boards of directors of the companies and organizations his duties as set forth on Schedule 1 hereto, and such investments or service shall not constitute a breach of in this Section 2(b)Agreement.