Non-Compete and Non-Solicit. While employed by Employer or any other Related Company, Executive will not, directly or indirectly, engage in or render any service of a business, commercial or professional nature to any other person, entity or organization, whether for compensation or otherwise, that is in competition with Employer or any other Related Company anywhere in the world. In accordance with this restriction, but without limiting its terms, Executive will not:
(a) enter into or engage in any business which competes with the business of Employer or any other Related Company;
(b) solicit customers, business, patronage or orders for, or sell, any products or services in competition with, or for any business that competes with, the business of Employer or any other Related Company;
(c) divert, entice, or take away any customers, business, patronage or orders of Employer or any other Related Company or attempt to do so; or
(d) promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of Employer or any other Related Company.
Non-Compete and Non-Solicit. (a) The Employee acknowledges that, in the course of the Employee’s employment with the Company, the Employee has become familiar, or will become familiar, with Otelco and its Affiliates (including the Company Entities) trade secrets and with other confidential information concerning Otelco and its Affiliates (including the Company Entities) and that his services have been and will be of special, unique and extraordinary value to Otelco and its Affiliates (including the Company Entities). Therefore, the Employee agrees that, during the Employment Period and for six (6) months thereafter (the “Restricted Period”), the Employee shall not directly or indirectly (i) engage, within the Restricted Territory, in any telephone or communications business, including, but not limited to, incumbent local exchange carrier, long distance telephone business, cable television, Internet access, or other business that Otelco or any of its Affiliates (including the Company Entities) is engaged in during the Employee’s employment by the Company (the “Company Business”), (ii) compete or participate as agent, employee, consultant, advisor, representative or otherwise in any enterprise engaged in a business which has any operations engaged in the Company Business within the Restricted Territory or (iii) compete or participate as a stockholder, partner, member or joint venturer, or have any direct or indirect financial interest, in any enterprise which has any material operations engaged in the Company Business within the Restricted Territory; provided, however, that nothing contained herein will prohibit the Employee from (A) owning, operating or managing any business, or acting upon any business opportunity, after obtaining approval of a majority of the Board or (B) owning no more than five percent (5%) of the equity of any publicly traded entity with respect to which the Employee does not serve as an officer, director, employee, consultant or in any other capacity other than as an investor. The term “Restricted Territory” means all states within the United States in which Otelco or any of its Affiliates (including the Company Entities) conducts or is pursuing or analyzing plans to conduct Company Business as of the Termination Date.
Non-Compete and Non-Solicit. While employed by Employer and, if Executive is terminated Without Cause, until the one (1) year anniversary of the termination date, Executive will not, directly or indirectly, engage in or render any service of a business, commercial or professional nature to any other person, entity or organization, whether for compensation or otherwise, that is in competition with Employer or any other Related Company anywhere in the world. In accordance with this restriction, but without limiting its terms, Executive will not:
(a) enter into or engage in any business which competes with the business of Employer or any other Related Company;
(b) solicit customers, business, patronage or orders for, or sell, any products or services in competition with, or for any business that competes with, the business of Employer or any other Related Company;
(c) divert, entice, or take away any customers, business, patronage or orders of Employer or any other Related Company or attempt to do so; or
(d) promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of Employer or any other Related Company. Section 12 notwithstanding, Employer’s sole remedy for a breach of this Section 6.2 subsequent to Executive’s termination Without Cause shall be termination of Employer’s obligation to make further payments of any Severance Amount pursuant to Section 5.5(a)(iii) and, for the avoidance of doubt, Employer shall not be entitled to monetary damages in the event of any such breach.
Non-Compete and Non-Solicit. Seller hereby acknowledges that Seller is familiar with the Company’s Trade Secrets, customer information and with other Confidential Information. Seller acknowledges and agrees that the Company would be irreparably damaged if Seller were to provide services to or otherwise participate in the business of any Person competing with the Company in violation of this Section 7.5 and that any such competition by Seller would result in a significant loss of goodwill by Purchaser and its affiliates. Seller further acknowledges and agrees that the covenants and agreements set forth in this Section 7.5 were a material inducement to Purchaser to enter into this Agreement and to perform its obligations hereunder, and that Purchaser would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if Seller Breached the provisions of this Section 7.5. Therefore, in further consideration of the amounts to be paid hereunder for the Interests and the goodwill of the Company sold by Seller:
(a) Seller agrees that from and after the Closing and until the fourth (4th) anniversary of the Closing (the “Restricted Period”), Seller shall not, anywhere in the Restricted Territories, directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in any business that is competitive with the Competitive Business (other than for or on behalf of the Company or Purchaser); provided that nothing herein shall prohibit Seller from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded so long as such Seller has no active participation in the business of such corporation. Seller acknowledges that the Company’s business has been conducted or is presently proposed to be conducted throughout the Restricted Territories and that the geographic restrictions set forth above are reasonable and necessary to protect the goodwill of the Company’s business being sold by Seller pursuant to this Agreement. “Competitive Business” shall mean the Company Business as at the Closing Date and the Company Products or Services as at the Closing Date; provided, that, notwithstanding the foregoing, (i) the Excluded Business shall not be deemed to be competitive with the Competitive Business and (ii) software applications that include imbedded Basic Organizational Charting Functionality (as defined below) shall not be deemed competi...
Non-Compete and Non-Solicit. While you are employed by the Company and for a period of the longer of twelve months after your last day of employment, or so long as you have any options available to exercise that you have not exercised, you shall not directly or indirectly solicit for hire or hire any Company employee or engage in or be employed in any business that (a) competes with any business of the Company, or (b) is a peer company as set out in a list to be specified by the Company from time to time. You agree that while you are employed by the Company, you shall use your best efforts to ensure there is no internal announcement or public communication regarding your departure that the Company has not approved in writing. In case of a breach by you of any of your undertakings in this section, or if you fail to observe, or threaten not to observe, your notice period pursuant to your employment agreement, you acknowledge and agree that the Company is entitled to block any equity transaction, and/or to terminate or forfeit your outstanding equity awards, whether vested or unvested, for no consideration and with immediate effect. During such time as your equity transactions may be blocked, the Company shall not be liable for any loss relating to change in share price or otherwise. Furthermore, you agree to pay the Company liquidated damages in the amount of six months' target salary for each instance of such violation. The termination of equity awards and/or the payment of liquidated damages shall not discharge you from observing your undertakings in this section. To request cessation of any activities that violate or would violate these undertakings, the Company is also entitled to obtain and enforce immediate temporary restraining orders, preliminary injunctions, and final injunctions, in addition to other remedies that may be available. The Company shall not be obligated to post a bond/guarantee.
Non-Compete and Non-Solicit. The Executive agrees with the Company that, during the term set forth in Section 10(c), without the prior written consent of the Board:
(i) The Executive shall not, directly or indirectly, perform any services or duties in any capacity, whether as a consultant, independent contractor, agent, director, officer, manager, supervisor or employee, for any person or entity engaged in any business in the United States that was engaged in by any member of the Consolidated Group at any time during the Employment Period; provided, however, that, for purposes of this Section 10(b)(i), (A) in no event shall a purely passive personal or family investment of less than five percent (5%) of the equity of any entity, without more, be construed as the performance of duties or services for such entity; (B) a business which is first engaged in by the Consolidated Group after the execution of this Agreement shall be considered to be a business that was engaged in during the Employment Period by the Consolidated Group only if and to the extent that the Executive agrees in writing at the time of the Consolidated Group's commencement or acquisition of such business that it will be so considered; and (C) after the termination of the Employment Period, the Executive may become involved with a short-line freight railroad, if such railroad does not operate track within fifty (50) miles of track operated by any member of the Consolidated Group; and
(ii) The Executive shall not, directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, employ or attempt to employ or enter into any contractual arrangement with, any employee or former employee of any member of the Consolidated Group (whether or not such employment is full-time or part-time or pursuant to a written contract), other than his personal secretary, unless such employee or former employee has not been employed by any member of the Consolidated Group for a period in excess of six months.
Non-Compete and Non-Solicit. Non-compete and non-solicit agreements were entered into, with their respective effectiveness conditioned to the Closing of the Transaction, in such a manner that Linx Shareholders will not be allowed to compete with STNE and Linx for a period of 5 (five) years as from Closing.
Non-Compete and Non-Solicit. 8.1 The Founder covenants and agrees that during the term of his employment starting from the Effective Date and until the later of (i) the Founder ceasing to be a shareholder in the Company; or (ii) 12 (Twelve) months from the last working day of the Founder upon termination of employment (with or without Cause) with the Company, the Founder shall not, directly or indirectly, in any capacity, whether through partnership or as a shareholder, joint venture partner, collaborator, consultant or agent or in any other manner whatsoever, whether for profit or otherwise:
(a) carry on or participate (whether as a partner, shareholder, principal, agent, director, employee or consultant) in any business and/ or activity which is the same as or substantially similar to the Business, including in the business of any Competitor, other than through the Company;
(b) render any services to a Competitor or enter into employment with any of the Competitors;
(c) solicit or influence or attempt to influence any client, customer or other Person to direct its purchase of the products and/or services of the Company to itself or any Competitor; and/or
(d) solicit or attempt to influence any Person, employed or engaged by the Company (whether as an employee consultant, advisor or distributor or in any other manner) to terminate or otherwise cease such employment or engagement with the Company or become the employee of or directly or indirectly offer services in any form or manner to himself or any other Person which is a Competitor of the Company.
8.2 The Founder covenants and agrees that during the term of his employment starting from the Effective Date and until the later of (i) the Founder ceasing to be a shareholder in the Company; or (ii) 12 (Twelve) months from the last working day of the Founder upon termination of employment (with or without cause) with the Company, the Founder shall not, directly or indirectly:
(a) attempt in any manner to contact any client/customer or solicit from any client/customer, except on behalf of the Company, business of the type carried on by the Company or to persuade any Person, which is a client/customer of the Company to cease doing business or to reduce the amount of business which any such client/customer has customarily done or might propose doing with the Company or damage in any way the business relationship that the Company has with any customer/client, whether or not the relationship between the Company and such client/customer was o...
Non-Compete and Non-Solicit. If Seller has received any confidential and/or technical information from Buyer, then for a period of two years from the date Seller no longer has a relationship with the Buyer, Seller shall not (a) directly or indirectly engage or assist others in any enterprise that is competitive with the Buyer’s business; (b) either alone or in association with others, solicit, divert or take away the business or patronage of any of Buyer’s clients or customers who were provided goods/services by Buyer during the 12-month period prior to the cessation of Seller’s relationship with Xxxxx; and/or (c) either alone or in association with others, solicit or induce any Buyer employee to terminate his employment with Buyer.
Non-Compete and Non-Solicit. Without limiting the generality of subsection (a) above, Executive acknowledges and agrees that he continues to be bound by each of his undertakings under Sections 11 and 12 of the Employment Agreement, with the post-employment portion of the Non-Competition Period, as defined in the Employment Agreement, commencing on the Effective Date.
