Non-Compete and Non-Solicitation Provisions. As a means reasonably designed to protect the Employer's confidential information and trade secrets, Employee agrees that, for a period of twenty-four (24) months from the conclusion of his employment with Employer, Employee will not directly, indirectly or as an agent on behalf of or in conjunction with any person, firm, partnership, corporation or other entity, (i) engage in any business activities which compete with the Employer in the United States or anywhere in the world the Employer does business, (ii) hire, solicit, encourage the resignation of or in any other manner seek to engage or employ any person who is then, or within the prior three (3) months had been, an employee of the Employer, whether or not for compensation and whether or not as an officer, consultant, adviser, independent sales representative, independent contractor or participant, or (iii) solicit, service or otherwise have any dealings related to the industry or business or prospective industry or business in which the Employer participates or contemplates participating in as of such conclusion, with any person or entity with whom the Employer has a current or known prospective business relationship or who is or was at any time during his employment with the Employer (including any predecessor or successor entity) a customer, vendor or client of the Employer, or a known prospective customer, vendor or client of the Employer, provided in each case described in this clause (iii) that such activity by Employee does or could reasonably be expected to have a material adverse effect on the relationship between the Employer and any such third party. If, at any time of enforcement of this paragraph 18, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area. Employee acknowledges that the provisions contained in this paragraph 18 hereof are reasonable and necessary to protect the legitimate interests of the Employer, that any breach or threatened breach of such provisions will result in irreparable injury to the Employer and that the remedy at law for such breach or threatened breach would be inadequate. Accordingly, in the event of the breach by Employee of any of the provisions of this paragraph 18 hereof, the Employer, in addition and as a supplement to ...
Non-Compete and Non-Solicitation Provisions. EXECUTIVE recognizes that his employment with Employer affords him access to key confidential and strategic information concerning Employer and its plans and close contact with Employer’s customers, as well as access to information about them, which information and contacts are of great importance to Employer’s business. Therefore, in consideration of his continued employment by Employer, EXECUTIVE agrees that for a period of 24 months immediately following the termination of his employment by either party for any reason that EXECUTIVE shall not:
(a) Directly or indirectly, by, through, for or on behalf of others, own, manage, operate, join, control or participate in the ownership, management, operation, or control of, permit the use of his name by any business activity, or be connected in any manner (such as in a capacity as an owner, director, officer, shareholder, employee, manager, agent, advisor, consultant, independent contractor, or similar capacity), with any Competing Business. For purposes of this Agreement, “Competing Business” means any entity or person now existing or hereafter created which is engaged in or about to become or seeking to become engaged in research,
Non-Compete and Non-Solicitation Provisions. If this Agreement is terminated by Provider after the first year following Closing for an unremedied breach or default by Dental Cooperative, the provisions of Article 4 regarding non-compete and non-solicitation shall not continue in force after the termination of this Agreement and the other Operative Documents; provided that in any dispute between the parties concerning any breach or default under this Agreement, the terms of Article 4 shall continue in force and effect pending the final decision of a court of competent jurisdiction.
Non-Compete and Non-Solicitation Provisions. If this Agreement:
(i) is terminated by either Dental Cooperative or Provider after the first year following Closing other than for an unremedied breach or default by Dental Cooperative, the provisions of Article 4.1a regarding non-compete and non-solicitation shall continue in force according to their terms after the termination of this Agreement and the other Operative Documents;
(ii) is terminated by Provider after the first year following Closing for an unremedied breach or default by Dental Cooperative, the provisions of Article 4 regarding non-compete and non-solicitation shall not continue in force after the termination of this Agreement and the other Operative Documents; provided in either case that in any dispute between the parties concerning any breach or default under this Agreement, the terms of Article 4 shall continue in force and effect pending the final decision of a court of competent jurisdiction.
Non-Compete and Non-Solicitation Provisions. (a) The Executive hereby covenants and agrees that for ______ (___) months following the Termination Date that Executive shall not, except as otherwise permitted in writing by ACNB:
(i) be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as an investor owning less than 5% of the stock of a publicly owned company) or otherwise of any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which the ACNB Bank or any of their subsidiaries are engaged, in any county in which ACNB Bank has a bank branch or loan production office (including branches or offices operating under a trade name) as well as all counties or independent cities contiguous to such county (the “Non-Competition Area”);
(ii) provide financial or other assistance to any person, firm, corporation or enterprise engaged in (1) the banking (including bank holding company) or financial services industry, or (2) any other activity in which ACNB or ACNB Bank or any of their subsidiaries are engaged in the Non-Competition Area;
(iii) directly or indirectly solicit (including advertising, social media or outreach) persons or entities who were customers, prospects or referral sources of Traditions Bank, ACNB, ACNB Bank or their subsidiaries within one (1) year of Employee’s Termination Date, to become a customer or referral source of a person or entity other than ACNB, ACNB Bank or their subsidiaries; or,
(iv) directly or indirectly solicit employees of ACNB, ACNB Bank or their subsidiaries or Traditions Bank who were employed within two (2) years of Employee’s Termination to leave the employ of ACNB, ACNB Bank or their subsidiaries or Traditions Bank or work for anyone other than ACNB, ACNB Bank or their subsidiaries or Traditions Bank.
(b) It is expressly understood and agreed that, although Executive and ACNB and ACNB Bank consider the restrictions contained in Section 6 hereof reasonable for the purpose of preserving for ACNB and ACNB Bank and their subsidiaries their goodwill and other proprietary rights, if a final judicial determination is made by a court having jurisdiction that the time or territory or any other restriction contained in Section 6 hereof is an unreasonable or otherwise unenforceable restriction against Executive, the provisions of Section 6 hereof shall not be rendered void ...
Non-Compete and Non-Solicitation Provisions. It is important for the physician to know when any type
Non-Compete and Non-Solicitation Provisions. In consideration for the payments made in Paragraph 4 of this Agreement and other good and valuable consideration set forth herein and subject to the provisions of Paragraph 6 of this Agreement, Executive, for a period of twelve months from the Date of Termination (the "Non-Compete Period"), agrees to the following:
(a) Executive will not directly or indirectly engage in, assist or have an active interest in (whether as proprietor, partner, investor, shareholder, officer, director or any type of principal whatsoever) or enter the employment of or act as agent for or adviser or consultant to any person or entity engaged in (or is about to become engaged in) the manufacturing and/or wholesaling of [1] slippers or [2] any other product that then comprises more than ten percent of the Company's gross revenues for its most recently completed fiscal year or the annualized gross revenues for its current fiscal year. However, the restrictions described in this Paragraph 5
(a) will not be applied to: [1] prevent Executive from obtaining subsequent employment (of any kind) with a diversified retailer (e.g., Macys, Sears Xxxxxxx and/or Nine West Group, etc.); or [2] prevent Executive from purchasing, for investment purposes only, any stock or other corporate security that is listed on a national securities exchange or quoted in any national market system, so long as such stock or other corporate security owned by Executive does not represent more than five percent of the market value or voting power of the total stock or other corporate securities of that class;
(b) Executive will not, on his own behalf or on behalf of any other person, partnership, association, corporation or other entity, solicit or in any manner attempt to influence or induce any employee of the Company or its subsidiaries to leave the employment of the Company or its subsidiaries nor will Executive use or disclose to any person, partnership, association, corporation or other entity any information obtained while an employee of the Company concerning the names and addresses of the employees of the Company or its subsidiaries.
Non-Compete and Non-Solicitation Provisions. CEO recognizes that his employment with Employer affords him access to key confidential and strategic information concerning Employer and its plans and close contact with Employer’s customers, as well as access to information about them, which information and contacts are of great importance to Employer’s business. Therefore, in consideration of his continued employment by Employer, CEO agrees that for a period of 18 months immediately following the termination of his employment by either party for any reason that CEO shall not:
(a) Directly or indirectly, by, through, for or on behalf of others, own, manage, operate, join, control or participate in the ownership, management, operation, or control of, permit the use of his name by any business activity, or be connected in any manner (such as in a capacity as an owner, director, officer, shareholder, employee, manager, agent, advisor, consultant, independent contractor, or similar capacity), with any Competing Business. For purposes of this Agreement, “Competing Business” means any entity or person now existing or hereafter created which is engaged in or about to become or seeking to become engaged in research, development, production, marketing or selling any Competing Product(s). “Competing Product(s)” means product(s). process(es), or service(s) which compete directly or indirectly with Employer’s product(s), process(es), or service(s) in use, being researched or developed or in the process of becoming researched or developed as of the date of the termination of CEO’s employment.
Non-Compete and Non-Solicitation Provisions. (a) For so long as the Seller continues to hold any Interests of the Company and for a period of eight (8) years following the date such Seller and its Affiliates cease to hold Interests in the Company (a "Departing Interestholder"), none of the Seller, PVM or the Founders or any Departing Interestholder, or any of their respective Affiliates, without the prior written consent of Buyer, may, directly or indirectly, alone or in association with any other Person, engage in a business competitive with the business of the Company as constituted through the Closing Date (a "Competitive Business"), or carry on, or be engaged or concerned in, take part in or render consulting services to (in each case for remuneration), or own, share in the earnings of, or invest in the stock, bonds or other securities of, any Person engaged in a Competitive Business; provided, however, that ownership of 5% or less of any class of debt or equity securities which are publicly traded shall not be a violation of the provisions of this Section 8.8(a); and provided, further, that after the termination of a Founder's employment with the Company for any reason, such Founder may become employed by a customer of the Company which is not engaged in a Competitive Business so long as such employment does not result in the reduction of business which such customer conducted with the Company as determined by reference to the sales revenues from such customer to the Company in the Fiscal Year immediately preceding the Fiscal Year in which such Founder became employed by such customer, or in any succeeding Fiscal Year of the Company.
(b) As a separate and independent covenant, a Departing Interestholder agrees that, for a period of eight (8) years following the date such Departing Interestholder and its Affiliates cease to hold any Interests of the Company, neither it nor its Affiliates shall in any way, directly or indirectly, interfere with or attempt to interfere with any officers, employees, representatives or agents of the Company (or the Buyer), or induce or attempt to induce any of them to leave the employ or engagement of the Company (or the Buyer) or violate the terms of their contracts (whether written or oral) with the Company (or the Buyer).
(c) The Seller, PVM and the Founders agree that the restrictions set forth in this Section 8.8 are fair and reasonable and are reasonably required for the protection of the interests of the Company, the Buyer and the Parent, and their respective ...
Non-Compete and Non-Solicitation Provisions. Pursuant to Section 7 of your Employment Agreement, the Restricted Activities provisions set forth in your Employment Agreement shall remain in full force and effect for a period of two years from the Termination Date or the Extended Termination Date, if extended. If the service areas or business units with which you seek to affiliate do not compete with the Company, and the Company at its sole discretion determines that such employment would not be adverse to the interest of the Company, the Company may then approve such employment, such approval only to be effective when and if communicated in writing to you Pursuant to the terms of Section 7 of your Employment Agreement, the non-solicitation provisions set forth in your Employment Agreement shall remain in full force and effect for a period of two years from the Termination Date or the Extended Termination Date, if extended. Pursuant to Section 7 of your Employment Agreement, the confidentiality of information provisions shall remain in full force and effect for the applicable periods.
