Non-Competition and Confidentiality Covenants. Executive and Company are party to that certain Non-Competition and Non-Solicitation Agreement, dated of even date herewith (the “Non-Competition Agreement”), attached hereto as Exhibit A, which is incorporated herein by reference. The Non-Competition Agreement contains, among other things, covenants of Executive respecting non-competition, non-solicitation and non-disclosure. Any breach of the Non-competition Agreement that is not cured as permitted therein shall be deemed a breach of this Section 9. The Non-Competition Agreement shall survive the termination of this Agreement pursuant to its terms.
Non-Competition and Confidentiality Covenants. Executive agrees that he is in a position requiring significant trust and confidence and exposing Executive to certain confidential and proprietary information. During the term of this Agreement, Executive may also develop information, data and processes to further the development of the Company’s operations. The Company is willing to employ Executive and permit such exposures to and development by Executive only if Executive agrees to be bound by the covenants, restrictions, obligations and agreements set forth in this Section 5 (the “Covenants”). Executive acknowledges that the employment benefits, rights and compensation set forth herein represent good, valuable, fair and sufficient consideration for such Covenants.
Non-Competition and Confidentiality Covenants. 2.1. The Consultants shall not, for so long as the Company pays the Consultants a monthly payment pursuant to the terms of this Agreement (reduced, as applicable, subject to Section 3.6) (the "Non-Competition Period"), without the Company's prior and specific written consent, engage in any of the following activities:
2.1.1. Directly or indirectly, anywhere in the world, as a principal, partner, shareholder, agent, director, employee, consultant, or in any other capacity whatsoever, engage, participate, invest or become interested in, affiliated or connected with, render services to, or, in exchange for any compensation or remuneration, direct or indirect, furnish any aid, assistance or advice to any person, corporation, firm or other organization engaged in, a business that is competitive with the Business that is conducted by the Company, or by any Affiliate, as defined in Section 2.3, as of the date hereof or to be conducted by the Company, or by any Affiliate, immediately after the date hereof with the assets acquired pursuant to the Acquisition Agreement.
2.1.2. Directly or indirectly, as a principal, partner, shareholder, agent, director, employee, consultant, or in any other capacity whatsoever, employ, retain, or enter into any employment, agency, consulting or other similar arrangement with, any person who, within the twelve-month period prior to such employment, retention or arrangement, was an employee of the Company, or of any Affiliate, or, induce or attempt to induce any employee of the Company, or of any Affiliate, to terminate his employment with the Company, or with any Affiliate.
2.2. The Consultants acknowledge that it is the policy of the Company to maintain as secret and confidential all Confidential Information as hereinafter defined.
Non-Competition and Confidentiality Covenants. 18.1. Physician and Company Non-Competition Covenant.
a. The Physician and the Company recognize that the covenants of the Physician and the Company contained in this Section 18.1 are an essential part of this Agreement and that, but for the agreement of the Physician and the Company to comply with such covenants, Vision 21 would not have entered into this Agreement. The Physician and the Company acknowledge and agree that the Physician's and the Company's covenants not to compete are necessary to ensure the continuation of the Management Business (as defined below) and are necessary to protect the reputation of Vision 21, and that irreparable and irrevocable harm and damage will be done to Vision 21 if the Physician or the Company compete with the Management Business or Vision 21. The Physician and the Company accordingly agree that for the periods set forth in the Business Management Agreement the Physician and the Company shall not:
i) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for the Physician's or the Company's own benefit or for the benefit of any other person or entity knowingly (A) hire, attempt to hire, contact or solicit with respect to hiring any employee of Vision 21 (or of any of its direct or indirect subsidiaries) or (B) induce or otherwise counsel, advise or encourage any employee of Vision 21 (or of any of its direct or indirect subsidiaries) to leave the employment of Vision 21;
ii) act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, employee, employer or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Management Business as such term is defined herein; provided, however, that this clause (ii) shall not prohibit the Physician or the Company from being the owner of up to 1% of any class of outstanding securities of any company or entity if such class of securities is publicly traded; or
iii) directly or indirectly, either as principal, agent, independent, contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative ca...
Non-Competition and Confidentiality Covenants. Executive and Alliance are parties to a Non-Competition and Non-Solicitation Agreement, dated of even date herewith (the “Non-Competition Agreement”), which is incorporated herein by reference. The Non-Competition Agreement contains, among other things, covenants of Executive respecting non-competition, non-solicitation and non-disclosure. Any breach of the Non-Competition Agreement that is not cured as permitted therein shall be deemed a breach of this Section 8. The Non-Competition Agreement shall survive the termination of this Agreement in accordance with its terms.
Non-Competition and Confidentiality Covenants. 64 20. DISPUTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 21. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Non-Competition and Confidentiality Covenants. By execution of the restricted stock unit agreement to which this Exhibit A is attached (the “Restricted Stock Unit Agreement”), the Grantee hereby agrees as follows:
Non-Competition and Confidentiality Covenants. 53 16.1. Shareholder and Company Non-Competition Covenant........................................... 53 16.2. Shareholder and Company Confidentiality Covenant........................................... 55 16.3. Survival................................................................................... 56
Non-Competition and Confidentiality Covenants. From and after the Closing, CellStar shall either: (i) at the reasonable request of Buyer, enforce the covenants set forth in Article 2 of the Kaiser Employment Agreement (the "NON-COMPETITION AND CONFIDENTIALITY COVENANTS"), it being acknowledged and agreed by Buyer that it shall reimburse CellStar for its reasonable costs and expenses incurred in connection therewith; or (ii) assign or otherwise provide the Buyer with the right to enforce the Non-Competition and Confidentiality Covenants. In addition, from and after the Closing, CellStar shall not amend, modify, replace, terminate, or waive compliance with any provisions of the Non-Competition and Confidentiality Covenants.
Non-Competition and Confidentiality Covenants. 16.1. Shareholder, New P.C. and Company Non-Competition Covenant.
a. The Shareholder, New P.C. and the Company recognize that the covenants of the Shareholder, New P.C. and the Company contained in this Section 16.1 are an essential part of this Agreement and that, but for the agreement of the Shareholder, New P.C. and the Company to comply with such covenants, Vision 21 would not have entered into this Agreement. The Shareholder, New P.C. and the Company acknowledge and agree that the Shareholder's, New P.C.'s and the Company's covenants not to compete are necessary to ensure the continuation of the Management Business (as defined below) and are necessary to protect the reputation of Vision 21, and that irreparable and irrevocable harm and damage will be done to Vision 21 if the Shareholder, New P.C. or the Company compete with the Management Business or Vision 21. The Shareholder, New P.C. and the Company accordingly agree that for the periods set forth in the Business Management Agreement the Shareholder, New P.C. and the Company shall not:
i) directly or indirectly, either as principal, agent, independent contractor, consultant, director, officer, employee, employer, advisor, stockholder, partner or in any other individual or representative capacity whatsoever, either for the Shareholder's, New P.C.'s or the Company's own benefit or for the benefit of any other person or entity knowingly (A) hire, attempt to hire, contact or solicit with respect to hiring any employee of Vision 21 (or of any of its direct or indirect subsidiaries) or (B) induce or otherwise counsel, advise or encourage any employee of Vision 21 (or of any of its direct or indirect subsidiaries) to leave the employment of Vision 21;
ii) act or serve, directly or indirectly, as a principal, agent, independent contractor, consultant, director, officer, employee, employer or advisor or in any other position or capacity with or for, or acquire a direct or indirect ownership interest in or otherwise conduct (whether as stockholder, partner, investor, joint venturer, or as owner of any other type of interest), any Competing Management Business as such term is defined herein; provided, however, that this clause (ii) shall not prohibit the Shareholder, New P.C. or the Company from being the owner of up to 1% of any class of outstanding securities of any company or entity if such class of securities is publicly traded; or
iii) directly or indirectly, either as principal, agent, independent, cont...
