Non-Compete, Non-Solicitation; Confidentiality. (a) In further consideration of the Award granted to Employee hereunder, Employee acknowledges and agrees that during the course of Employee’s employment with the Company and its subsidiaries Employee shall become familiar, and during Employee’s employment with the predecessors of the Company and its subsidiaries, Employee has become familiar, with the Company’s trade secrets and with other confidential information and that Employee’s services have been and shall be of special, unique and extraordinary value to the Company and its subsidiaries, and therefore, Employee agrees that, during his or her employment with the Company and, if the Employee terminates his or her employment with the Company for any reason, for a period of one year thereafter (the “Non-Compete Period”), Employee shall not directly or indirectly (whether as an owner, partner, shareholder, agent, officer, director, employee, independent contractor, consultant or otherwise) own any interest in, operate, invest in, manage, control, participate in, consult with, render services for (alone or in association with any person or entity), in any manner engage in any business activity on behalf of a Competing Business within any geographical area in which the Company or its subsidiaries currently operates or plans to operate. Nothing herein shall prohibit Employee 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 Employee has no active participation in the business of such corporation. For purposes of this paragraph, “Competing Business” means each of the following entities, together with their respective subsidiaries and affiliates: TJ Maxx, Xxxxxxxx’x, Xxxx Stores, Steinmart, Century 21, Xxxxxx Xxxxx and Xxxxxxxxxxxxx Stores.
Non-Compete, Non-Solicitation; Confidentiality. You and the Company hereby acknowledge that that Company has elected to provide you with this Long Term Performance Award in its discretion, and not as a result of or pursuant to any pre-existing agreement or obligation binding on the Company. Accordingly, in consideration for the considerable and valuable benefits to be made available to you hereunder, you hereby agree to the covenants regarding non-competition, non-solicitation and confidentiality set forth on Exhibit A hereto. If at any time prior the end of the earlier of the Performance Period or an event described in paragraph 7(c) above, you materially breach any of the provisions of Exhibit A after being given notice by the Company of the action(s) or inaction(s) constituting such breach and a reasonable opportunity to cure such breach given the facts and circumstances, your rights to receive any payment under the terms hereunder shall be forfeited and cancelled. Notwithstanding the foregoing, the Company shall not be required to provide you with any such notice and shall be entitled to immediately forfeit and cancel your rights under this letter if you commit such material breach and either (a) such breach by its nature cannot reasonably be expected to be cured or (b) you failed, at the time you commenced the employment or substantial services leading to the breach, to notify the Company of the commencement of such employment or such services. Nothing in this paragraph 10 shall diminish, negate or otherwise affect any of the Company’s rights or remedies under Exhibit A. Notice must be in writing and shall be deemed to have been duly given on the date of delivery if delivered by hand, on the date of transmission, if delivered by confirmed facsimile, on the first business day following the date of deposit if delivered by guaranteed overnight delivery service, or on the fourth business day following the date delivered or mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to you, at the address (or facsimile number) shown on the Company’s records, and if the Company, at the address for the Company’s headquarters to the attention of the Chief Financial Officer, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.
Non-Compete, Non-Solicitation; Confidentiality. (a) The Seller acknowledges and agrees that the covenants and agreements set forth in this Section 9.3(a) were a material inducement to the Purchaser to enter into this Agreement and to perform its obligations hereunder, and that the Purchaser would not obtain the benefit of the bargain set forth in this Agreement as specifically negotiated by the Parties if any of the Seller or its controlled Affiliates breached the provisions of this Section 9.3(a). Therefore, in further consideration of the Purchase Price to be paid to the Seller for the Shares and the goodwill of the Company and its Affiliates that the Purchaser is purchasing (including, without limitation, its goodwill, trade secrets, and other Confidential Information), the Seller agrees that until the one year anniversary of the Closing Date that the Seller shall not (and shall cause each of its controlled Affiliates not to), directly or indirectly, own any interest in, manage, control, participate in (whether as an officer, director, employee, partner, agent, representative or otherwise), consult with, render services for, permit his name to be used, or in any other manner engage in the businesses of marketing, originating, funding or servicing guaranteed student loans or private or alternative student loans for higher education or private school tuition or providing student tuition installments plans for secondary, college and graduate students (the "Business") anywhere in the United States and such other countries as the Company and its Affiliates may from time to time do business or actively propose to do business except as set forth in Section 9.3 of the Disclosure Schedule; provided that nothing herein shall prohibit the Seller or its controlled Affiliates from being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded or in the over-the-counter market so long as none of such Persons has any active participation in the business of such corporation.
Non-Compete, Non-Solicitation; Confidentiality. (a) For a period of three (3) years from and after the Closing Date (the “Restricted Period”), Quiñenco shall not, and shall cause its Affiliates not to, directly or indirectly, own, manage, engage in, operate, control, work for, consult with, render services for, do business with, maintain any interest in (proprietary, financial or otherwise) or participate in the ownership, management, operation or control of, any business, whether in corporate, proprietorship or partnership form or otherwise, that competes with the W&C Business, in each case anywhere in South America (the “Restricted Business”); provided, however, that the restrictions contained in this Section 7.5(a) shall not restrict the acquisition by Quiñenco or its Affiliates, directly or indirectly, of less than five percent (5%) of the outstanding capital stock of any publicly traded company engaged in a Restricted Business. The Buyers’ calculation of the Purchase Price is based, in part, on its valuation of the future W&C Business, and but for the covenants of the Parties contained in this Section 7.5, the Buyer would not have entered into or consummated the Contemplated Transactions on the terms and conditions set forth herein.
Non-Compete, Non-Solicitation; Confidentiality. 7.9.1 Seller hereby agrees that Seller and its Affiliates (so long as such Affiliate remains an Affiliate of Seller during the relevant period of time) shall not, directly or indirectly, for a period of five (5) years from and after the Closing Date in any manner engage in, own, participate in, control, operate, perform services for, or otherwise carry on, the radio station business within the Dallas-Ft. Worth Arbitron Radio Market. In addition, Seller hereby agrees that Seller and its Affiliate (so long as such Affiliate remains an Affiliate of Seller during the relevant period of time) shall not, directly or indirectly, (i) for a period of two (2) years from and after the Closing Date, solicit, induce or attempt to persuade any employee of Buyer (including former employees of Seller who are hired by Buyer) based in the Dallas-Ft. Worth Arbitron Radio Market, or any agent, customer, supplier or other Person having a business relationship with Buyer with respect to the Stations to terminate or modify his, her or its relationship with Buyer with respect to the Stations, (ii) for a period of nine (9) months from the Closing Date, (a) solicit, induce or attempt to persuade any Person who prior to the Closing was employed by Seller or any of its Affiliates and whose job responsibilities principally related to the operation of the Stations and who is offered employment by Buyer on or prior to the Closing Date (x) to continue to work for Sellers or (y) otherwise not to accept Buyer’s offer of employment or (b) hire any Person described in clause (a), (iii) for a period of one (1) year from the Closing Date, hire any employee of Buyer (including any former employee of Seller who is hired by Buyer) who is employed by Buyer in the Dallas-Ft. Worth Arbitron Radio Market at any time during such period, or (iv) for a period of two (2) years from and after the Closing Date, fail to maintain confidential and not use for any purpose any information relating to the business of the Stations (other than information in the public domain not as the result of a breach of this Agreement), except (with respect to clause (iv)): (a) for disclosure to authorized representatives of Buyer; (b) as necessary to the performance or enforcement of any Transaction Document or Buyer Transaction Document; (c) as authorized in writing by Buyer; or (d) to the extent that disclosure is required by Law or the order of any Governmental Authority under color of Law; provided, that, prior to disclo...
Non-Compete, Non-Solicitation; Confidentiality
