Non-Compete/Non-Solicit Sample Clauses

Non-Compete/Non-Solicit. Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, officers, directors or director nominees of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer that could materially affect its, his or her ability to be and act in the capacity of shareholder, officer or director of the Company, as applicable.

Non-Compete/Non-Solicit. (a) The parties hereto recognize that the Executive’s services are special and unique and that his level of compensation and the provisions herein for compensation upon Involuntary Termination are partly in consideration of and conditioned upon the Executive’s not competing with the Company, and that the covenant on his part not to compete and not to solicit as set forth in this Section 10 is essential to protect the business and goodwill of the Company. (b) The Executive agrees that prior to the Termination Date, the Executive will not either directly or indirectly, whether as a director, officer, consultant, employee or advisor or in any other capacity (1) render any planning, marketing or other services respecting the creation, design, manufacture or sale of semiconductor manufacturing equipment and/or software to any business, agency, partnership or entity (“Restricted Business”) other than the Company, or (2) make or hold any investment in any Restricted Business in the United States other than the Company, whether such investment be by way of loan, purchase of stock or otherwise, provided that there shall be excluded from the foregoing the ownership of not more than 2% of the listed or traded stock of any publicly held corporation. For purposes of this Section 10, the term “Company” shall mean and include the Company, any subsidiary or affiliate of the Company, any Successor Company and any other corporation or entity of which the Executive may serve as a director, officer or employee at the request of the Company or any Successor Company. (c) Prior to the Termination Date, and for the period extending six (6) months thereafter, the Executive will not directly induce or attempt to influence any employee of the Company to leave its employ and join any Restricted Business in or within 50 miles of Fremont, California. (d) The Executive agrees that the Company would suffer an irreparable injury if he were to breach the covenants contained in subparagraphs (b) or (c) and that the Company would by reason of such breach or threatened breach be entitled to injunctive relief in a court of appropriate jurisdiction, and the Executive hereby stipulates to the entering of such injunctive relief prohibiting him from engaging in such breach. (e) If any of the restrictions contained in this Section 10 shall be deemed to be unenforceable by reason of the extent, duration or geographical scope or other provisions thereof, then the parties hereto contemplate that the c...

Non-Compete/Non-Solicit. (a) Equityholder hereby agrees that from the Effective Date and until eighteen months following the Effective Date (the “Restricted Period”), Equityholder shall not, directly or indirectly, anywhere in the Restricted Area (as defined below): (i) engage or participate in a Restricted Activity (as defined below), either directly or indirectly (including indirectly though one or more of his Affiliates), alone or as a partner, joint venturer, officer, director, member, employee, consultant, agent, independent contractor, employer, owner, operator, manager, advisor, stockholder, officer, or any other similar capacity, or holder of an equity interest of, any Person or business; (ii) solicit for employment or hire or employ any individual who is, employed by any of the Retained Companies or any of their Affiliates; provided, however, that the foregoing shall not restrict any general solicitations of employment, whether through public advertisements, search firms or otherwise, that are not specifically directed at such employees and hiring persons (other than persons at a managerial level or higher) as a result of such general solicitations and Equityholder shall not be prohibited from soliciting, hiring, employing or otherwise engaging any such individual whose employment with any of the Retained Companies or any of their Affiliates has been terminated or hiring, employing or otherwise engaging any individual who approaches the Equityholder for employment without any solicitation by the Equityholder; or (iii) cause, solicit, or knowingly encourage any material client, customer, vendor, supplier, or licensor of any of the Retained Companies or any of their Affiliates as of the Effective Date or any other Person who had a material business relationship with the Retained Companies as of the Effective Date, to cease doing business with the Retained Companies or any of their Affiliates. (b) For purposes of this clause, “Restricted Activity” is a business engaged in gathering, processing, treating, transporting and storing hydrocarbons or the products therefrom in connection with the provision of services in the midstream natural gas industry. (i) For purposes of this clause, “Restricted Area” means the West Texas, South Texas, West Oklahoma and South Oklahoma geographic area, which includes the Anadarko, Arkoma and Permian Basins and the Eagle Ford Shale play in South Texas.

Non-Compete/Non-Solicit. (a) The Company hereby agrees to pay Executive the amounts described under this Agreement as being expressly conditioned on Executive's undertakings under this paragraph as well as under paragraph 15 above. In exchange for the consideration provided in the preceding sentence, Executive agrees that during the term of Executive's employment with the Company and for a period of two years after Executive's termination of employment for any reason, Executive will not, except with the prior written consent of the CEO, directly or indirectly, engage in Competition. For purposes of this Agreement, Competition means that Executive commences employment with, or provides substantial consulting services to, any pharmaceutical company (except companies where sales from pharmaceutical products constitute less than 20% of total sales). Notwithstanding anything to the contrary herein, Executive's service solely as a member of the board of directors of a company whose annual sales are less than $100 million shall not be deemed to be Competition for purposes of this Agreement. For purposes of the preceding sentence, if a company is a subsidiary of another company, the sales of both companies shall be taken into account. Notwithstanding any other provision in this Agreement, any equity grant agreement or any other agreement or plan covering Executive, all of the non-competition restrictions imposed on Executive under this Agreement, any equity grant agreement or any other agreement or plan covering Executive, including, but not limited to, direct restrictions on employment with other companies and any potential forfeiture of compensation or benefits (including, but not limited to, separation benefits and equity compensation), shall cease to apply for all purposes upon Executive's termination of employment for any reason during a CIC Period. (b) The foregoing restrictions will not be construed to prohibit Executive's ownership of less than five percent of any class of securities of any corporation which is engaged in any business having a class of securities registered pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), provided that such ownership represents a passive investment and that neither Executive nor any group of persons including Executive in any way, either directly or indirectly, manage or exercise control of any such corporation, guarantee any of its financial obligations, otherwise take any part in its business, other than exercising Executive...

Non-Compete/Non-Solicit. Executive agrees that during the Employment Period and for the one (1)-year period following the Employment Period, Executive shall not, and shall use his best efforts to ensure that any agents, representatives and any other persons acting on his behalf (Executive and such agents, representatives, and other persons collectively hereinafter referred to as the “Restricted Persons”) do not, directly or indirectly, for the benefit of the Executive, any other Restricted Persons or their affiliates (the activities being so restricted hereinafter being referred to as the “Restricted Activities”): (a) Own, manage, operate, join, control, or participate in the ownership, management, operation or control of, or be connected with as a director, officer, executive or administrative employee, partner, lender, consultant or otherwise with any business or division or line of business or organization in the United States which engages in a business substantially similar to or directly or indirectly competitive with the Business of the Company or any of its subsidiaries and affiliates. Nothing herein shall prohibit Executive and all other Restricted Persons collectively from being passive owners of an aggregate of not more than five (5%) percent of the outstanding stock of any class of securities of a corporation which is publicly traded and substantially similar to or competitive with the Business of the Company or any of its subsidiaries and affiliates, so long as he has no active participation (including, without limitation, as a consultant or advisor) in the business of such corporation or other entity; (b) Induce or attempt to persuade any current or then current customer or vendor of the Company, or any of its subsidiaries or affiliates to terminate such relationship with the Company, or any of its subsidiaries or affiliates; and (c) Induce or attempt to persuade any Business Personnel to terminate or to refuse to enter into any employment, agency or other business relationship with the Company, or any of its subsidiaries or affiliates. Executive acknowledges and agrees that the violation of this non competition/non solicitation covenant could cause substantial injury and loss of profits to the Company. The Parties hereby acknowledge and agree that this Section 8 will not apply in the case where Executive’s employment with the Company is terminated without Cause or for Good Reason.

Non-Compete/Non-Solicit. (a) The parties hereto recognize that Executive's services are special and unique and that the level of compensation and the provisions herein for compensation under Section 2 are partly in consideration of and conditioned upon Executive's not competing with the Company, and that Executive's covenant not to compete or solicit as set forth in this Section 13 during and after employment is essential to protect the business and good will of the Company. (b) Executive agrees that during the term of employment with the Company and for a period of twenty-four (24) months thereafter (the "Covenant Period"), Executive shall not render services for any of the three (3) organizations designated by the Board in a writing delivered to Executive within thirty (30) days after the Employment Commencement Date (the "Prohibited List"). The Prohibited List may be changed by the Board from time to time (but there may never be more than three (3) entities listed) by written notice to Executive, such notice to be effective only if Executive's commencement of rendering services for such entity is ninety (90) or more days after the giving of such notice. The scope of the non-competition clause under any equity plan, benefit plan or other plan, agreement or arrangement of the Company shall not be deemed to prohibit Executive's actions or, except as pursuant to a provision in a Company plan or grant agreement that precludes future vesting or exercisability at the time competition is entered into, serve as a basis for any reduction or forfeiture of benefits or payments thereunder unless such actions violate this Section 13(b) of this Agreement. (c) During the Covenant Period, Executive shall not, directly or indirectly, disrupt, damage or interfere with the operation or business of the Company by soliciting or recruiting its employees for Executive or others, but the foregoing shall not prevent Executive from giving references. (d) During the Covenant Period, Executive shall not, without prior written authorization from the Company, violate the agreement entered into pursuant to Section 11 hereof. (e) Executive agrees that the Company would suffer an irreparable injury if Executive was to breach the covenants contained in Sections 13(b), (c) or (d) and that the Company would by reason of such breach or threatened breach be entitled to injunctive relief in a court of appropriate jurisdiction and Executive hereby stipulates to the entering of such injunctive relief prohibiting Execut...

Non-Compete/Non-Solicit. It is understood and agreed that you will have substantial relationships with specific businesses and personnel, prospective and existing, vendors, contractors, customers, and employees of the Company that result in the creation of customer goodwill. It is also understood and agreed that the business of the Company is national in scope and that your duties could be conducted remotely. Therefore, while employed by the Company and continuing for a period of twelve months following the termination of your employment for any reason (the "Restricted Period"), unless the Board of Directors approves an exception, you shall not, directly or indirectly, for yourself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise: (a) Call upon, solicit, write, direct, divert, influence, accept business (either directly or indirectly) with respect to any account or customer or prospective customer of the Company or any corporation controlling, controlled by, under common control with, or otherwise related to the Company or its affiliates, in each case, for any purpose that is inconsistent with this non-compete provision; (b) Accept employment from or become an independent contractor for any Competitor (as defined below) of the Company pursuant to which you would have the same or substantially similar duties, in whole or in part, to the duties that you perform for the Company; or (c) Hire away any independent contractors or personnel of Xxxxxx and/or entice any such persons to leave the employ of the Company without the prior written consent of the Company; provided, however, that the restriction contained in this clause (c) shall extend through the one year anniversary of the expiration of the Restricted Period.

Non-Compete/Non-Solicit. To the Company’s knowledge, none of the Sponsors, officers, directors or director nominees of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer that could materially affect its, his or her ability to be and act in the capacity of shareholder, officer or director of the Company, as applicable.

Non-Compete/Non-Solicit a. Each of the parties hereto recognize that your services are special and unique and that the level of compensation and the other provisions herein for compensation and benefits are partly in consideration of and conditioned upon your agreement not to compete with the Company, and that your covenant not to compete or solicit as set forth in this Section -------------------------------------------------------------------------------- page 7 STORAGE TEK PROTECTED during and after your employment with the Company is essential to protect the business and good will of the Company. b. You agree that during your employment with the Company and for a period ending twelve months following the Termination Date, you will not either directly or indirectly, engage in any activity in competition with any product, service or other activity of the Company (said competing products, services or activities to be determined and identified at the Company's reasonable discretion at the Termination Date, which may include businesses or markets that the Company has expressed its intent to enter), or harmful or contrary to the interests of the Company, including, but not limited to: accepting employment with or serving as a consultant or advisor or director to any employer that is in competition with the Company or acting against the interests of the Company; or disclosing or misusing any confidential, proprietary or material information concerning the Company (such information includes, without limitation, information regarding the Company's operations, its products and services, product designs, business plans, strategic plans, marketing and distribution plans and arrangements, customers, and financial statements, budgets and forecasts, and employee names, titles, compensation, skills and performance); or participating in any hostile takeover attempt of the Company. c. You agree that for a period of twenty four months you will not, either directly or indirectly: (i) induce or attempt to influence any employee of the Company to leave his/her employ with the Company; (ii) solicit or encourage then-current employees of the Company to apply for employment with any person or entity with which you are employed or with which you intend to become employed, or in which you have or intend to have a financial interest, as a consultant, recruiter, independent contractor or otherwise, or in which you have a substantial financial or equity interest; or (iii) provide to any other person or en...

Non-Compete/Non-Solicit. (a) Except as specifically provided in this Section 6.11, (i) for a period beginning on the Administrative Closing Date and ending with respect to the JAM Sellers, 18 months after the Administrative Closing Date, no JAM Seller shall (A) provide any financing to any existing portfolio company of any of the JAM Sellers that will be used to fund the servicing of HECM Loans in the United States, including, without limitation, the development, marketing, selling or other distribution of software processing or other technology products relating to servicing HECM Loans (a “JAM Restricted Business”), or (B) make a new investment in any private Person that, as of the date of such investment, engages in a JAM Restricted Business, including any entity listed on Schedule 6.11, or has the intention of engaging in a JAM Restricted Business, and (ii) for a period beginning on the Administrative Closing Date and ending with respect to the Sellers other than a JAM Seller, on the later of (A) 18 months after the Administrative Closing Date, and (B) the end of any non-compete provision of any employment agreement between such Seller other than a JAM Seller and the Corporation (in each case the “Non-Compete Period”), no such Seller other than a JAM Seller shall, nor shall any of such Sellers other than a JAM Seller’s controlled Affiliates directly or indirectly, engage in, assist others in engaging in, or have an interest in any Person that engages in, or knowingly encourage or facilitate another Person to engage in the origination or servicing of HECM Loans in the United States, including, without limitation, the development, marketing, selling or other distribution of software processing or other technology products relating to HECM Loans (a “Restricted Business”). (b) Notwithstanding the foregoing, this Section 6.11 shall not operate to prevent or restrict with respect to (x) any Seller, any such Seller’s or any Affiliate of any such Seller’s passive investment in capital stock or other ownership interests of any Person traded on any national securities exchange, if such Seller or Affiliate is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own 10% or more of any class of securities of such Person; (y) Xxxxxx Xxxxxx and Xxxxx Xxxxxx their equity ownership interests in: (i) XxxxxxxXxxxxxxx.xxx, Inc., a California corporation; (ii) Preferred Choice Escrow, a California corporation; (iii) Alliance Group Fin...