Non-Compete and Non-Solicitation Agreement. (a) As long as I am employed or retained by the Company and for a period of one year after the termination of my Employment with the Company by me or the Company for any reason, including expiration of the previously agreed upon term of my Employment, or by the Company for Cause (as defined in the Executive Employment Agreement), I shall not, directly or indirectly, on my behalf or on behalf of any third-party, or as owner, manager, stockholder, consultant, director, officer or employee of any business entity, participate in the development, manufacture, license, provision or sale of any goods or services which are competitive with goods or services sold or licensed, or under development, by the Company without the prior written authorization of the Company; provided, however, that I may, without the Company's prior written authorization, own up to one percent (1%) of the issued and outstanding securities of any publicly held corporation or any securities in any non-public corporation which I owned prior to the date of my Employment.
(i) In the event that the Company and I disagree about whether any business entity develops or provides goods or services which are competitive with goods or services sold or licensed, or under development, by the Company, the disagreement shall be resolved either by decision of the Company's Board of Directors at their next regularly scheduled board meeting acting in good faith after giving me a suitable opportunity to present my view in person and/or in writing, or if either I or the Company gives notice to the Board of our objection to the decision of the Board within 30 days after such decision, by arbitration as provided herein.
(ii) The Company and I agree that goods or services which are competitive with goods or services developed or provided, or under development, by the Company shall not include goods and services used by any person or entity for use as a component in a good or service which is not competitive with goods or services developed or provided, or under development, by the Company.
(iii) If after the commencement of my Employment with the Company the Company determines to change its line of business so as to provide goods or services other than those sold or licensed, or under development, by the Company at the commencement of my Employment, then the Company shall give me notice of such determination.
(b) Except with the prior written consent of the Company, during my employment with the Company and for a ...
Non-Compete and Non-Solicitation Agreement. (a) This Grant has been made to you because you have been retained by the Company in a position of trust and confidence and to induce you to continue to contribute to the results of the Company’s operations. In consideration for the issuance of this Grant (and the Company’s agreement to allow you to become a shareholder of the Company), you agree that you will not directly compete with the Company for six (6) months after your Separation from Service (the “Non-Compete Period”), without first obtaining the Company’s prior written consent, which consent the Company may, in its reasonable discretion, withhold. For this purpose, you will be considered to be directly competing with the Company if you are engaged in any of the activities described in clauses (b)(i), (ii) or (iii) below. The consideration for this six (6) month non-compete agreement is the issuance of this Grant.
(b) You will be considered as directly competing with the Company if at any time during the Non-Compete Period you: (i) are employed by, contract with, or obtain an interest as an owner, shareholder, partner, limited partner or member in, any business or corporation that competes directly with the Company (as such direct competition is defined below), but excluding an investment of one percent (1%) or less in any publicly traded company; (ii) on your own behalf, or on behalf of any other person with whom you may be employed, you solicit or divert from the Company the business of any person who is either a customer of the Company during your employment or is identified as a potential customer of the Company; or (iii) solicit, divert or encourage any person who is an employee of the Company to leave employment and to become employed by a person who directly competes with the Company. For purposes of this Section 8, you (x) will be considered to be in direct competition with the Company and (y) a person, business or corporation will be considered a direct competitor of the Company, if either you or it is engaged in a truckload business (dry van, refrigerated, brokerage, drayage, intermodal, logistics, or any combination thereof) that conducts significant operations in the same traffic lanes in which the Company operates, or in which the Company has internally identified as a planned area of operation or expansion of its business as of the date of your Separation from Service.
(c) By accepting this Grant, you agree that the foregoing non-competition provisions are reasonable and that you are...
Non-Compete and Non-Solicitation Agreement. As a material condition of this Agreement, Executive must immediately execute and abide by Mercantile's Non-Compete and Non-Solicitation Agreement which is attached to this Agreement as Exhibit A. Executive agrees that the Non-Compete and Non-Solicitation Agreement will be effective immediately at the Effective Time of the Merger. Executive further agrees that if Executive accepts the Severance Payment listed in Section 3A above, any termination of Executive’s employment will not constitute a Termination Without Cause under the Non-Compete and Non-Solicitation Agreement regardless of the reason for the termination.
Non-Compete and Non-Solicitation Agreement. (a) In consideration for the Restricted Stock Grant made to Grantee under the terms of this Agreement, Xxxxxxx agrees that during the term of Grantee’s employment with the Corporation or one or more of its direct or indirect subsidiaries (“Employer”) and for a twelve (12) month period beginning on the date that Xxxxxxx’s employment with Employer ceases for any reason (the “Termination Date”), Grantee shall not directly or indirectly, (i) accept employment with, (ii) own, manage, operate, join, control, solicit, finance, or participate in the ownership, management, operation, acquisition, control or financing of, (iii) be connected as a partner, principal, agent, representative, consultant or otherwise with, or (iv) use or permit Grantee’s name to be used in connection with, any business or enterprise engaged directly or indirectly in any business or enterprise engaged in a geographic area within 50 miles of any location from which the Corporation or any of its subsidiaries is operating on the Termination Date (the “Geographic Area”), in any business that is competitive to a business from which the Corporation and any of its subsidiaries, taken as a whole from all geographic area, derived at least ten percent of its respective annual gross revenues for the twelve (12) months preceding the Termination Date.
(b) In consideration for the Restricted Stock Xxxxx made to Grantee under the terms of this Agreement, Xxxxxxx agrees that during a twelve (12) month period beginning on the date that Xxxxxxx’s employment with Employer ceases for any reason, Grantee shall not
(i) directly or indirectly solicit, entice, broker or induce an agreement with any person or entity that had a contractual agreement with Employer during the term of Xxxxxxx’s employment to enter into an agreement or arrangement with Grantee or any third party that would preclude the person or entity, either contractually or practically, from working with Employer; or
(ii) directly or indirectly solicit, recruit or hire any employee (full-time or part-time) of Employer to work for a third party other than Employer.
(c) Xxxxxxx acknowledges, agrees and represents that the type and periods of restrictions imposed in this Agreement are fair and reasonable, and that such restrictions are intended solely to protect the legitimate interests of Employer, rather than to prevent Grantee from earning a livelihood. Grantee recognizes that Employer competes or may compete in the Restricted Territory and that Xxx...
Non-Compete and Non-Solicitation Agreement. Because of the importance of confidentiality, and because you have specialized, unique confidential knowledge vital to the Company, you agree that during the Restricted Period (defined below), you will not, without the consent of the Company, directly or indirectly, in New York, California, England, France or Switzerland engage directly or indirectly in the live or on-line Art Auction Business or in any other business in which the Company is engaged or is actively seeking to be engaged as of the time that your employment terminates, whether such engagement by you is as an officer, director, proprietor, employee, partner, owner, consultant, advisor, agent, sales representative or other participation. For purposes of this Agreement, the Art Auction Business involves auctions of the property in the collecting categories that the Company offers for sale in its core business at the time of termination. For purposes of this Agreement, the “Restricted Period” is during the course of your employment and the earlier of (i) six months after the end of the Applicable Period or (ii) twelve (12) months after the termination of your employment. In addition to the foregoing, during the Restricted Period, you agree that you will not, either alone or in concert with others, and will not cause another to, in any such case directly or indirectly, hire, recruit, solicit or induce any Sotheby’s employees to terminate their employment with Sotheby’s. If at any time there is a judicial determination by any court of competent jurisdiction that the time period, geographical scope, or any other restriction contained in this Agreement is unenforceable against you, the provisions of this Agreement shall not be deemed void but shall be deemed amended to apply as to such maximum time period, geographical scope and to such other maximum extent as the court may judicially determine or indicate to be enforceable.
Non-Compete and Non-Solicitation Agreement a. Employee recognizes the Confidential or Proprietary Information of Blue Rhino is a special and unique asset of Blue Rhino and needs to be protected from improper disclosure. In consideration of the disclosure of the Confidential or Proprietary Information to Employee to allow Employee to perform his duties under this Agreement, Employee agrees and covenants that during the Term of this Agreement and for a period of one (1) year following the termination of this Agreement, whether such termination is voluntary or involuntary, Employee will not directly or indirectly engage in any business competitive with Employer, within the United States of America. For purposes of this Agreement, "Business" means:
i. Engaging in the business of manufacturing, distributing, imparting or otherwise dealing in fireplace accessories and garden and patio furnishings, barbeque grills and related products, reflective of the business acquired by Blue Rhino from Uniflame, Inc. at the date of execution of this Agreement; or
ii. Engaging in the business of manufacturing, distributing, imparting or otherwise dealing in propane-related products.
b. The term "directly or indirectly engaging in" means:
Non-Compete and Non-Solicitation Agreement. During the period that _____ serves as an officer and/or director of the Company and for a period of one (1) year thereafter, ______ shall not, either directly or indirectly, for himself or on behalf of or in conjunction with any other person, company, partnership, corporation, business, group, or other entity (each, a "Person"):
A. Compete with the Company by engaging in the development, construction, operation and/or management of family entertainment resorts featuring indoor waterparks within fifty (50) miles of a location where the Company conducts its Business or is planning to conduct its Business;
B. Call on, solicit or attempt to induce any other officer, employee or independent contractor of the Company or its affiliates with whom ______ had contact, knowledge of, or association at any time during ______'s term as an officer and/or director of Great Lakes, the Company or any of their affiliates, or, with respect to the one (1) year period after _____ is no longer an officer and/or director of the Company (the "Restricted Period"), at any time during the twelve (12) month period immediately preceding the beginning of the Restricted Period, to terminate his or her employment or business relationship with the Company or its affiliates and shall not assist any other person or entity in such a solicitation; or
C. Call on or solicit for the purpose of competing with the Company or its affiliates any customers of Great Lakes, the Company or any of their affiliates with whom ______ had contact, knowledge or association at any time during the time that ______ served as an officer and/or director of Great Lakes or the Company or their affiliates, or, with respect to the Restricted Period, at any time during the twelve (12) month period immediately preceding the beginning of the Restricted Period.
Non-Compete and Non-Solicitation Agreement. The Company shall cause Xxxxxxx Xx to enter into a non-compete and non-solicitation agreement substantially in the form of Exhibit D (or include within any employment agreement with such person) annexed hereto for a period of three (3) years after the Closing in return for the consideration being delivered hereunder, and otherwise in form and substance acceptable to Purchaser. Further, the Company shall cause each of the other persons whose names appear on Schedule 7.5 hereto to enter into a non-compete and non-solicitation agreement substantially in the form of Exhibit D (or include within any employment agreement with such persons) annexed hereto for a period of three (3) years after the Closing in return for the consideration being delivered hereunder, and otherwise in form and substance acceptable to Purchaser.
Non-Compete and Non-Solicitation Agreement. The Employee has previously executed the Non-Compete and Non-Solicitation Agreement of the Company and the Bank, a copy of which is attached hereto as Exhibit A (the "Non-Compete and Non-Solicitation Agreement"). The Employee agrees that the Non-Compete and Non-Solicitation Agreement is incorporated herein by reference, remains in full force and effect and that the Employee will continue to abide by it. The Employee further agrees that if the Employee accepts the payments listed in Section 10.5 below, any termination of the Employee's employment will not constitute a termination without cause under the Non-Compete and Non-Solicitation Agreement regardless of the reason for the termination.
Non-Compete and Non-Solicitation Agreement. On the Closing Date, Seller and the Responsible Party shall execute a non-compete and non-solicitation agreement in the form attached hereto as Exhibit E (the “Non-Compete Agreement”).
