Non-Compete and Non-Solicitation Covenants. (a) The Executive acknowledges and agrees that the Executive’s services to the Company and its Subsidiaries are unique in nature and that the Company and its Subsidiaries would be irreparably damaged if the Executive were to provide similar services to any Person competing with the Company and its Subsidiaries or engaged in the Business. The Executive further acknowledges that, in the course of his employment with the Company, he will become familiar with the Company’s and its Subsidiaries’ trade secrets and with other Confidential Information. During the Noncompete Period, he shall not, directly or indirectly, whether for himself or for any other Person, permit his name to be used by or participate in any business or enterprise (including, without limitation, any division, group or franchise of a larger organization) that engages or proposes to engage in the Business in the Restricted Territories, other than the Company and its Subsidiaries or except as otherwise directed or authorized by the Board. For purposes of this Agreement, the term “participate in” shall include, without limitation, having any direct or indirect interest in any Person, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any Person (whether as a director, officer, supervisor, employee, agent, consultant or otherwise). Nothing herein will prohibit the Executive from mere passive ownership of not more than five percent (5%) of the outstanding stock of any class of a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market. As used herein, the phrase “mere passive ownership” shall include voting or otherwise granting any consents or approvals required to be obtained from such Person as an owner of stock or other ownership interests in any entity pursuant to the charter or other organizational documents of such entity, but shall not include, without limitation, any involvement in the day-to-day operations of such entity.
Non-Compete and Non-Solicitation Covenants. Having acknowledged the statements in subparagraph (a) above, Employee covenants and agrees with the Company and the Affiliated Companies that:
Non-Compete and Non-Solicitation Covenants a. Except (i) in furtherance of the Company's business or otherwise on behalf of the Company, (ii) after the Company's termination of this Agreement without Cause (as defined in Section 5 (c)), (iii) after Executive's termination of this Agreement pursuant to paragraphs (d), (e) or (f) of Section 5 or (iv) upon the occurrence of a Material Adverse Event (as defined below), Executive will not do any of the following, directly or indirectly, during the period beginning with the Effective Time and ending on the third anniversary thereof ("Covenant Period") without the prior written consent of the Company Board (which consent shall not be unreasonably withheld):
Non-Compete and Non-Solicitation Covenants. Employee agrees that during the term of this Agreement and for a period of one (1) year from the date that Employee ceases to be employed by the Company for any reason, Employee shall not, directly or indirectly, individually or as an employee, partner, officer, director or shareholder (other than a 2% or less shareholder) or in any other capacity whatsoever, (i) solicit the business of any current customers of the Company; (ii) acquire, operate, manage or take any position with any specialty retail apparel or accessories organization that has retail stores within a fifty mile radius of any retail store operated by the Company, (iii) serve as an officer, director, employee, agent or consultant to a specialty retail apparel or accessories organization that has retail stores within a fifty mile radius of any retail store operated by the Company, or (iv) establish or operate any specialty retail apparel or accessories organization that has retail stores within a fifty mile radius of any retail store operated by the Company. Employee further agrees that during the one year period following termination of this Agreement, Employee will not recruit, hire, assist others in recruiting or hiring, discuss employment with, or refer to others concerning employment, any person who to Employee's knowledge is, or within the preceding twelve (12) months was, an employee of the Company. PROVIDED, HOWEVER, if Employee desires to take a position or any action prohibited by this Section 10, he shall provide Company with written notice of his intent and Company shall provide written notice to Employee within fourteen (14) working days of whether or not Company intends to enforce the covenants set forth in this Section 10. If Company intends to enforce these covenants, then Company shall pay to Employee the severance pay set forth in Section 7.2 hereof, even if Employee was terminated for Cause or if Employee terminated without Good Reason. PROVIDED FURTHER, if Company terminates Employee's employment for reasons other than Cause, Company will not unreasonably withhold its consent to Employee taking employment in violation of this Section 10 UNLESS the job that Employee intends to accept is a direct competitor of Company (including without limitation, Ann Taylor and Talbots) or a retailer of ladies apparel with similar xxxxx xxxes. If Company gives its consent to allow Employee to accept such other employment, then Employee shall forfeit his right to the severance benefits set f...
Non-Compete and Non-Solicitation Covenants. The Employee shall, during the term of this Employment Agreement and for a period of 12 months after the end thereof, refrain from engaging in any activity directly or indirectly competing with the Company and its affiliates within the territory of Switzerland, the European Union, the United Kingdom, Australia, the United States, Canada, Japan and China. In particular, the Employee agrees that he will not: – be partially or fully employed by or independently render services or advise a business that develops, produces, distributes or offers the same or similar products and / or services as the Company and its affiliates or that advises on such products and / or services; – directly or indirectly engage or invest in or establish any such business (whereby a participation in a public company up to 5% of the voting capital shall be regarded as a permissible participation within the terms of this provision); and – solicit, interfere with or endeavor to entice away from the Company or its affiliates any person who is employed by the Company or its affiliates. The Company retains the right to request the Employee to immediately cease any breach of this Non-Compete and Non-Solicitation Covenants and may seek court orders, including interim orders, prohibiting such breaches.
Non-Compete and Non-Solicitation Covenants. 4.01 Non-Competition and Non-Solicitation. Employee acknowledges that it may be very difficult for her to avoid using or disclosing the Confidential Information in violation of Article Three above in the event that she is employed by any person or entity other than the Employer in a capacity similar or related to the capacity in which she is employed by the Employer. Accordingly, Employee agrees that she will not, during the term of employment with Employer and for a period of one (1) year after the termination of such employment, irrespective of the time, manner or cause of such termination, directly or indirectly (whether or not for compensation or profit):
Non-Compete and Non-Solicitation Covenants. In further consideration of the compensation to be paid to Employee hereunder, Employee agrees that, during Employee's employment, Employee will not directly or indirectly compete with Employer in any way, and that Employee will not act as an officer, director, employee, consultant, lender, agent or owner of any interest in any other entity which is engaged in any business which is of the same nature as, which is in competition with, or which is involved in science or technology which is similar to the businesses in which Employer or its subsidiaries (i) are now engaged, (ii) become engaged in during the term of Employee's employment or (iii) plan to become engaged in prior to the date of Employee's termination. During Employee's employment and for a period of one (1) year thereafter, Employee shall not directly or indirectly through another entity (x)
Non-Compete and Non-Solicitation Covenants. The Employee shall, during the term of this Employment Agreement and for a period of 1 year after the end thereof, refrain from engaging in any activity directly or indirectly competing with the Company and its affiliates world-wide in the field of (i) weight loss or weight management programs, services and/or other similar activities, including, but not limited to, the business of creating, developing, marketing, maintaining and/or managing an electronic, digital, internet, webbased or other similar digital or electronic media business related to weight loss or weight management programs, services and/or other similar activities (either free or on a subscription basis); or (ii) behavioral change management toward healthy eating. In particular, the Employee agrees that he will not: Employment Agreement by and between Xxxxxxx-Xxxxxxx Xxxxxx and WW (SWITZERLAND) SA — be partially or fully employed by or independently render services or advise a business that develops, produces, distributes or offers the same or similar products and / or services as the Company and its affiliates or that advises on such products and / or services; — directly or indirectly engage or invest in or establish any such business (whereby a participation in a public company up to 3% of the voting capital shall be regarded as a permissible participation within the terms of this provision); and — solicit, interfere with or endeavor to entice away from the Company and its affiliates any person who is employed by the Company or its affiliates. The Company retains the right to request the Employee to immediately cease any breach of this Non-Compete and Non-Solicitation Covenants and may seek court orders, including interim orders, prohibiting such breaches.
Non-Compete and Non-Solicitation Covenants. 5.1 For and in consideration of the payments described in Sections 3.1 and 3.2, and for other valuable consideration set forth in this Agreement, each of Xxxxxxx and Xxxxxx agrees that during the thirty-six (36) month period immediately following the Effective Date of this Agreement, he will not directly or indirectly, either on his own behalf or on behalf of any person, partnership, association, corporation, company or other entity:
Non-Compete and Non-Solicitation Covenants. 4.01 Covenant Not To Compete Employee covenants and agrees that he shall not, during the term of the Employee’s employment with the Company and for a period of one (1) year after termination of Employee’s employment with the Company for any or no reason, alone or in conjunction with any other corporation, firm, partnership, person, venture or other entity, directly or indirectly, engage in the design, manufacture, sale or distribution of any products of the type designed, manufactured, sold or distributed by the Company during the period beginning twelve months prior to the date of termination of his employment with the Company, in any geographic area in which the Company was engaged in such business during such period.
