Non-Competition and Non-Solicitation. While the Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.
Appears in 6 contracts
Samples: Change of Control Agreement (Equitable Resources Inc /Pa/), Change of Control Agreement (Equitable Resources Inc /Pa/), Change of Control Agreement (Equitable Resources Inc /Pa/)
Non-Competition and Non-Solicitation. While The Executive hereby covenants and agrees that during the Employee is employed by the Company Executive’s employment and for a period of twelve two (122) months after years following the date of Employee’s termination of the Executive’s employment by either the Company or the Executive for any reason, the Executive shall not (i) perform services which are substantially similar and/or equivalent to the services being performed by the Executive during his employment with the Company for any reason Employee will notCompany, directly or indirectly, expressly or tacitly, for himself individually or on behalf of any person, firm, partnership, association, business organization, corporation or entity conducting business anywhere in the Restricted Territory (as defined below): (ieach, a “Competing Entity”) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment competes with the Company, either directly or indirectly, in the multi-family residential real estate sector; (ii) recruit investors directly or indirectly solicit any customer or client of the Company (other than on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior with respect to the end of Employee’s employment with the Company, or (iii) become employed by such an entity business described in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean subsection (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilitieshereof; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, indirectly induce or do business with: (i) encourage any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer employee of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant affiliated entities to leave the employ of or engagement by the Company or its successorsaffiliated entities. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, assigns or affiliateshaving done so, or to violate agrees that the terms restrictions set forth in this Section 10.1, including without limitation the time period of their contracts with restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 10.1 relating to the time period, the area of restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, such provision(s) shall be reformed by such court by limit or reducing it to the minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court.
Appears in 6 contracts
Samples: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Non-Competition and Non-Solicitation. While The Executive hereby covenants and agrees that during the Employee is employed by Term of the Company Executive’s employment hereunder and for a period of twelve one (121) months after the date of Employee’s termination of employment with the Company for any reason Employee will notyear thereafter, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee Executive shall not, directly or indirectly, solicit the business of, or do business with: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer that Employee approached, solicited or accepted business from client of the Company or any of its subsidiaries (other than on behalf of the Company, and/or was provided confidential or proprietary information about while employed by ) with respect to any business in which the Company within or any of its subsidiaries is then engaged or, to the one then existing knowledge of the Executive, proposes to engage; or (1iii) year period preceding Employee’s separation from the Company; and (ii) induce or encourage any prospective customer employee of the Company who was identified to or by the Employee and/or who Employee was provided confidential any of its subsidiaries or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant affiliated entities to leave the employ of or engagement by the Company or any of its successorssubsidiaries or affiliated entities; provided, assigns that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or affiliatesother business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, or to violate having done so, agrees that the terms restrictions set forth in this Section 6.1, including without limitation the time period of their contracts with restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.
Appears in 5 contracts
Samples: Employment Agreement (Chefs' Warehouse, Inc.), Employment Agreement (Chefs' Warehouse, Inc.), Employment Agreement (Chefs' Warehouse, Inc.)
Non-Competition and Non-Solicitation. While the Employee is employed by the Company and for For a period of twelve (12) months after commencing on the date of Employee’s termination your acceptance of the employment with the Company for and ending on the 1 year anniversary of the last day on which you receive any reason Employee will notpayment from the Company or any of its affiliates, directly or indirectly, expressly or tacitly, for himself or on behalf without the prior written consent of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee you shall not, directly or indirectly, as a principal, manager, agent, consultant, officer, director, stockholder, partner, member, investor, lender or employee or in any other capacity, solicit or hire any employees of the Company and/or its affiliates. For a period commencing on the date of your acceptance of the employment with the Company and ending on the last day on which you receive any payment from the Company or any of its affiliates, without the prior written consent of the Company you shall not, directly or indirectly, as a principal, manager, agent, consultant, officer, director, stockholder, partner, member, investor, lender or employee or in any other capacity carry on, be engaged in or have any financial interest in any business which is in material competition with the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company. You agree that the foregoing covenant not to compete is a reasonable covenant under the circumstances, and/or was provided confidential and further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court shall the right, power and authority to excise or proprietary information about modify such provision or provisions of such covenant as to the court shall appear not reasonable and to enforce the remainder of the covenant as so amended. You also agree that any breach by you of the covenants contained in the provision would irreparably injure the company. Accordingly, the company may, in addition to pursuing any other remedies they may have in law or in equity, obtain an injunction against you restraining any violation of this covenant. You will be allowed to serve on the Board of Directors or as an Advisor, of any non-competing business and with the written consent of the Chief Executive Officer, while employed by the Company within under this Letter Agreement. Indemnification: The Company agrees to indemnify the one (1) year period preceding Employeeexecutive to the fullest extent permitted by law consistent with the company’s separation from the Company; and (ii) any prospective customer bylaws in effect as of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar date hereof with respect to any product acts or service non-action they may have committed during the Company offers within period during which they were an officer, director and/or employee of the last two (2) years prior to the end of Employee’s employment with the Companycompany or any subsidiary thereof, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person entity of which they served as an officer, director or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave at the employ request of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companycompany.
Appears in 4 contracts
Samples: Muscle Maker, Inc., Muscle Maker, Inc., Muscle Maker, Inc.
Non-Competition and Non-Solicitation. While In order to protect the Employee is employed by Company’s proprietary information and good will, during the Executive’s employment with the Company and for a period of twelve (12) months after following (i) the date delivery of Employee’s a Notice of Termination, in the case of an Involuntary Departure or (ii) the termination of the Executive’s employment for any other reason (the “Restricted Period”), the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of CAS9 technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for any reason Employee such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. In addition, during the Restricted Period, the Executive will not, directly or indirectly, expressly or tacitlyin any manner, other than for himself or on behalf the benefit of any entity conducting business anywhere in the Restricted Territory (as defined below): Company (i) act as an officerdivert or take away customers of the Company or any of its suppliers; and/or (ii) solicit, managerentice, advisor, executive, shareholder, attempt to persuade any other employee or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within to leave the last two Company for any reason (2) years prior to other than the end termination of Employee’s subordinate employees undertaken in the course of my employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with ). The Executive acknowledges and agrees that if the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in Executive violates any of the foregoing capacities for any competing entity operating or conducting business within provisions of this paragraph 7(b), the running of the Restricted Territory and that this scope is reasonable in light of Period will be extended by the business of the Company. Restricted Territory shall mean (i) any states in time during which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states Executive engages in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rightssuch violation(s), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.
Appears in 4 contracts
Samples: Employment Agreement, Employment Agreement (CRISPR Therapeutics AG), Employment Agreement (CRISPR Therapeutics AG)
Non-Competition and Non-Solicitation. While the Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in 8.1 During the Restricted Territory Period (as defined below): (i) act as an officer), manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry outExecutive shall not, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states geographical area in which the Company does business or has a regulated-utility operationdone business at the time of his employment termination, which may change from time to timeengage in any business or enterprise that would be competitive with any business of the Segment (or, but after the Separation, PubCo) in existence as of the effective date Date of this Agreement are PennsylvaniaTermination (a “Competitive Business”). This obligation shall preclude any involvement in a Competitive Business, West Virginia whether on a direct or indirect basis, and Kentucky; whether as an owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the passive holder of not more than 1% of the outstanding stock of a publicly-held company. Notwithstanding the foregoing and notwithstanding any other non-competition restrictions the Executive is asked to execute in the future, if the Executive is considering employment or other involvement with another business or enterprise that would be potentially deemed a Competitive Business during the Restrictive Period (ii) any states in which as defined below), the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) will consider in good faith any state in which request the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities Executive makes of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered released from the Executive’s Non-Compete Restrictions in connection with potentially accepting such alternative employment. The Company will not unreasonably deny such a request. The Executive acknowledges that, in addition to the non-compete restrictions set forth in this Section 8.1, he may become subject to similar non-competition restrictions in the future, including in connection with future equity grants (collectively these non-competition provisions are referred to as the “Non-Compete Restrictions”). While Employee is employed by Those Non-Compete Restrictions shall be no more restrictive upon the Company and for a period of twelve Executive (12) months after the date of Employee’s termination of employment with the Company for any reasonwhether in time, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or inducegeography, or cause any other person or entity scope) than, and shall be amended to solicit or inducemirror, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the CompanyNon-Compete Restrictions set forth herein.
Appears in 3 contracts
Samples: Employment Agreement (Revelyst, Inc.), Employment Agreement (Outdoor Products Spinco Inc.), Employment Agreement (Vista Outdoor Inc.)
Non-Competition and Non-Solicitation. While Upon any termination of this Agreement or upon expiration of the Employee is employed by the Company and Term, if RE/MAX JAPAN exercises its rights under Paragraph 18.d, 18.e, or 00.x, xxxxx, xxxxxxx Xxxxxxxx Xxxxxxxxxx nor any of its Principals shall for a period of twelve two (122) months after years, commencing on the effective date of Employee’s such termination or expiration: (a) have any direct or indirect interest (through an Affiliate, a member of employment with the Company for Immediate Family (defined below) of a Principal or otherwise) as a disclosed or beneficial owner in any reason Employee will not, directly Competitive Business located or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business operating anywhere in the Restricted Territory Region or in any Person located anywhere in the Region which grants franchises, licenses or other interests to others for the operation of any Competitive Business; (b) perform services or give advice as defined below): (i) act as an a director, officer, manager, advisoremployee, executiveconsultant, shareholderrepresentative, agent, or consultant to otherwise for any business Competitive Business located or operating anywhere in which his duties at the Region or for such business include oversight any Person located anywhere in the Region which grants franchises, licenses or other interests to others for the operation of any Competitive Business; (c) directly or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Companyindirectly induce, or were under investigation seek to induce, any Franchisee to modify, rescind, terminate or breach its Franchise Document; or (d) directly or indirectly employ, or seek to employ, any person who is employed by any Franchisee, nor induce nor attempt to induce any such person to leave his or her employment, without prior written consent of RE/MAX JAPAN and such person's employer. If Regional Franchisee or any of its Principals fails to abide by any of the Company within foregoing covenants, and RE/MAX JAPAN obtains enforcement thereof in a judicial proceeding, the last breached covenant shall be for a period of time expiring two (2) years prior to after the end of Employee’s employment date Regional Franchisee or such other person commences compliance with the Companyorder enforcing the breached covenant. Regional Franchisee and its Principals expressly acknowledge that they possess skills and abilities of a general nature and have other opportunities for exploiting such skills, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent so that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any enforcement of the foregoing capacities for any competing entity operating covenants will not deprive them of their ability to earn a living. “Immediate Family” shall mean the spouse, brothers, sisters and children, whether natural or conducting business within the Restricted Territory and that this scope is reasonable in light adopted, of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companyreferenced Individual.
Appears in 3 contracts
Samples: Confidentiality Agreement (Exceed World, Inc.), Confidentiality Agreement (Exceed World, Inc.), Confidentiality Agreement (Exceed World, Inc.)
Non-Competition and Non-Solicitation. While The Executive hereby covenants and agrees that during the Employee is employed by the Company Executive’s employment and for a period of twelve one (121) months after year following the date of Employee’s termination of the Executive’s employment by either the Company or the Executive for any reason, the Executive shall not (i) perform services which are substantially similar and/or equivalent to the services being performed by the Executive during his employment with the Company for any reason Employee will notCompany, directly or indirectly, expressly or tacitly, for himself individually or on behalf of any person, firm, partnership, association, business organization, corporation or entity conducting (each, a “Competing Entity”) that owns, operates, acquires or develops multi-family residential properties within one or more states where the Company’s properties, at the time of the Executive’s termination, are located and which Competing Entity has total assets in excess of $200,000,000 as of the most recently completed quarter prior to the Executive's termination, which value shall be calculated in accordance with generally accepted accounting principles; (ii) directly or indirectly solicit any customer or client of the Company (other than on behalf of the Company) with respect to the business anywhere described in the Restricted Territory (as defined below): subsection (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilitieshereof; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, indirectly induce or do business with: (i) encourage any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer employee of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant affiliated entities to leave the employ of or engagement by the Company or its successorsaffiliated entities. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, assigns or affiliateshaving done so, or to violate agrees that the terms restrictions set forth in this Section 10.1, including without limitation the time period of their contracts with restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 10.1 relating to the time period, the area of restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, such provision(s) shall be reformed by such court by limit or reducing it to the minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s obligations under this Section 10.1 shall terminate and be of no further force and effect if the Company shall fail to make the payments to the Executive required by Section 7 and/or Section 8 of this Agreement after failing to cure such non-payment within thirty (30) days after receiving written notice from the Executive of such non-payment.
Appears in 3 contracts
Samples: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Non-Competition and Non-Solicitation. While 11.1 The Employee acknowledges that in the Employee’s position of Vice President and Chief Tax Officer, the Employee is employed by occupies a position of trust and confidence. The Employee understands that the Company and for a period of twelve (12) months after following restrictions may limit the date of Employee’s termination of employment with the Company for any reason Employee will notability to earn a livelihood in a business which, directly or indirectly, expressly or tacitlycompete with the Company. However, the Employee agrees that the Employee will receive sufficient consideration and other benefits as an Employee of the Company to clearly justify such restrictions which, in any event, given the Employee’s skills and ability will not prevent the Employee from earning a living. The Employee acknowledges that all restrictions contained in this Section 11 are reasonable and valid as to time, geographical area, and scope of activity to be restrained for the adequate protection of the legitimate business interests and goodwill of the Corporation and are no broader than is necessary to protect such interests and goodwill. In consideration of the provisions hereof, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory Period (as defined below): ), the Employee will not, except as specifically provided below, anywhere in any county of any state within the geographic boundaries of the Company’s operations, which, for the purposes of any event occurring prior to the Date of Termination, shall mean the Company’s operations as existing as of the date of such event and, for the purpose of any event occurring on or after the Date of Termination, shall mean the Company’s operations as existing on the Date of Termination (i) act the “Restricted Territory”), directly or indirectly, acting individually or as an officer, manager, advisor, executivethe owner, shareholder, partner or consultant management employee of any entity: (a) engage in the operation of a solid waste collection, transporting or disposal business, transfer facility, recycling facility, materials recovery facility or solid waste landfill; or (b) enter the employ as a manager of, or render any personal services to or for the benefit of, or assist in or facilitate the solicitation of customers for, or receive remuneration in the form of management salary, commissions or otherwise from, any business engaged in which his duties at such activities in such counties; or for (c) receive or purchase a financial interest in, make a loan to, or make a gift in support of, any such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry outcapacity, in whole including without limitation, as a sole proprietor, partner, shareholder, officer, director, principal agent or in parttrustee; provided, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Companyhowever, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, that the Employee may purchase own, directly or otherwise acquire up to indirectly, solely as an investment, securities of any business traded on any national securities exchange or quoted on any NASDAQ market, provided the Employee is not a controlling person of, or a member of a group which controls, such business and further provided that the Employee does not, in the aggregate, directly or indirectly, own Two Percent (but not 2%) or more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934business. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.The term “
Appears in 2 contracts
Samples: Employment Agreement (Waste Connections, Inc.), Employment Agreement (Waste Connections, Inc.)
Non-Competition and Non-Solicitation. While For the Employee is employed by period beginning with the Company Effective Date and for a period continuing thereafter until the expiration of twelve (12) months after the date termination of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s 's employment with the Company, then Employee covenants, warrants and represents that he will not: (iii) recruit investors on behalf engage directly or indirectly, alone or as a shareholder, partner, officer, director, employee or consultant of any other business organization, including as an entity which agent or reseller of another company that engages in any business activities which that are directly competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited toto the web conferencing, storage facilitieseLearning or audio conferencing industries; (ii) divert to any competitor of the Company any customer of the Company or induce a customer to cease doing business with the Company or, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) solicit or encourage any state in which employee of the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas to leave their employment with the Company or oil exploration and production activities seek employment by or with any competitor of the Company or hire directly or indirectly any employee of the Company. The parties hereto acknowledge that Employee's non-competition obligations hereunder will not preclude Employee from owning less than 5% of the common stock of any kind; or (iv) any state investigated by publicly traded corporation conducting business activities that are competitive with the Company or serving as a possible jurisdiction in which to conduct any an officer, director, stockholder or employee of the an entity whose business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end operations are not competitive with those of Employee’s employment with the Company. Employee will continue to be bound by the provisions of this Section 9 until their expiration and will not be entitled to any compensation from the Company with respect thereto. If at any time the provisions of this Section 9 are determined to be invalid or unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 9 will be considered divisible and will become and be immediately amended to only such area, duration, scope of activity as will be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for this Section 9 as so amended will be valid and binding as though any reason, including without limitation termination for cause invalid or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall unenforceable provision had not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companybeen included herein.
Appears in 2 contracts
Samples: Employment Agreement (Ilinc Communications Inc), Employment Agreement (Ilinc Communications Inc)
Non-Competition and Non-Solicitation. While In order to protect the Employee is Company Entities’ Proprietary Information and good will, while I am employed by the Company and for a period of twelve (12) months after following the date of Employee’s termination of my employment for any reason, except as provided in the last two sentences of this Section 8, I agree that I will not directly or indirectly: (a) perform the same or similar services in the Restricted Area (as defined below) for any Competitor (as defined below) as those I performed for the Company Entities during my employment with the Company for Company; (b) engage in or become employed in any reason Employee will notcapacity by, or become an officer, director, agent, consultant, contractor, shareholder or partner of any partnership, corporation or entity that at the time of my engagement is engaged in, or is planning to engage in, the Business, unless I am engaged solely by a division or affiliate of such partnership, corporation or entity that does not engage in the Business and the entity or division, as applicable, which engages in the Business represents no more than 10% of such entity’s (or, in case of an affiliate, the entire controlled group’s) annual revenues and I am not involved, directly or indirectly, expressly in any plans to engage in the Business, or tacitly, for himself I am providing services to a portfolio company of a private equity fund which does not engage in the Business (even if the private equity fund has another portfolio company which engages in the Business; provided I provide no services to such other portfolio company or advise on the acquisition or purchase of any Competitor) or have a passive (no more than 5%) equity interest in a private equity or hedge fund that owns an entity engaged in or planning to be engaged in the Business as long as I do not provide services directly to such Business (“Carve-out”); (c) on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): a Competitor: (i) act as an officercall upon, managersolicit, advisor, executive, shareholdercontact, or consultant provide any services (or attempt to do any of the foregoing) for any Customer or Potential Customer of the Company Entities that I called upon, solicited, contacted, or serviced for the Company Entities during my employment or, on or following my termination date, within the two years prior to my termination date; (ii) call upon, solicit, contact, or provide any services (or attempt to do any of the foregoing) for any Customer or Potential Customer; (iii) call upon, solicit, or contact or provide any services to any vendor or supplier of the Company Entities who during my employment is a vendor or supplier of any of the Company Entities, or on or following my termination date, was a vendor or supplier of the Company Entities during the 24 month period prior to my termination date or about whom I had knowledge; or (iv) otherwise divert or take away (or attempt to do any of the foregoing) any business in which his duties at of the Company Entities to a Competitor of the Company Entities; or (d) undertake planning for such or organization of a business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the CompanyEntities’ Business. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating nothing in this Section 8 shall be violated by actions taken in the good faith performance of my duties to the Company Entities or any activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by me permitted by the Company within the last two (2) years prior to the end Carve-out. I recognize and agree that as part of Employee’s employment with the Company only to the extent that the Employee acquired my job duties and responsibilities, I will be providing services for or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by Company Entities that are coextensive with the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer entire geographic scope of the Company who was identified to or by Entities’ business, and that because of the Employee and/or who Employee was provided confidential or proprietary information about while employed by global nature and scope of these executive duties and responsibilities and because of the global nature and scope of the Company within Entities’ business and their focus on the one (1) year period preceding Employee’s separation from the CompanyBusiness, for purposes my performance of marketing, selling and/or attempting to market or sell products my duties and services which are the same as or similar responsibilities is not tied to any product specifically designated territory or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companygeographic region.
Appears in 2 contracts
Samples: Employment Agreement (Duck Creek Technologies, Inc.), Employment Agreement (Duck Creek Technologies, Inc.)
Non-Competition and Non-Solicitation. While During the Employee is employed by the Company and for a period of twelve Noncompetition Period (12i) months after the date of Employee’s termination of employment with the Company for any reason Employee Seller will not, directly or indirectly, expressly or tacitlyas a stockholder, for himself partner, member, manager, employee, consultant or on behalf of other owner or participant in any entity conducting business Person other than Purchaser, engage in or assist any other Person to engage in any Covered Business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, Covered Area and (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction Seller will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit or endeavor to entice away from the Purchaser, or offer employment or a consulting position to, or otherwise interfere with the business relationship of the Purchaser with, any Person who is, or was within the one-year period prior thereto, an employee of or consultant to either (a) the Purchaser or (b) with respect to periods prior to the Closing, Seller. During the Nonsolicit Period, Seller will not, directly or indirectly, solicit or endeavor to entice away from the Purchaser, endeavor to reduce the business conducted with the Purchaser by, or otherwise interfere with the business relationship of the Purchaser with, any Person who is, or was within the one-year period prior thereto, a customer or client of, supplier, vendor or service provider to, or other Person having business relations with, either (a) the Purchaser or (b) with respect to periods prior to the Closing, Seller. The Seller acknowledges that, without limiting the other rights and remedies of the Purchaser Indemnified Parties set forth herein, the Purchaser LLC Agreement provides that the Rollover Units shall be subject to repurchase at the Purchaser’s option upon any claims of breach of the covenants set forth in this Section 4.7 that are adjudicated in favor of the Purchaser, at a price per Rollover Unit equal to $0.01 per Rollover Unit in the event of a breach of this Section 4.7. Furthermore, notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange (a “Public Company”) if Seller or any Affiliate thereof is not a controlling Person of, or do business with: a member of a group (i) including any customer group that Employee approached, solicited or accepted business from on behalf includes any member of the CompanySeller Group) which controls, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the such Public Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reasonSeller does not, Employee shall not (directly or indirectly) on his , own securities of such Public Company that in the aggregate constitute 2% or her own behalf or on behalf more of any class of securities of such Public Company as of the most recent date that any such securities were acquired. The Seller additionally acknowledges that Purchaser’s remedies for Seller’s breach or other person or entity solicit or induce, or cause any other person or entity failure to solicit or induce, or attempt comply with the covenants contained in this Section 4.7 are not intended to solicit or induce, any employee or consultant be limited by reference to leave the employ of or engagement amount assigned by the Company parties to such covenants pursuant to the Tax Allocation (or its successors, assigns or affiliates, or to violate any Tax Returns reflecting the terms of their contracts with the Companysame).
Appears in 2 contracts
Samples: Asset Purchase and Contribution Agreement (BOSTON OMAHA Corp), Asset Purchase and Contribution Agreement (BOSTON OMAHA Corp)
Non-Competition and Non-Solicitation. While (a) In further consideration of the Employee is employed by compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company he has become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that his services have been and shall be of special, unique and extraordinary value to the Company, and therefore, Executive agrees that, during the Term and for a period of twelve six (126) months after thereafter (the date of Employee“Noncompete Period”), he shall not, without the Company’s termination of employment with the Company for any reason Employee will notprior written consent, directly or indirectly, expressly own, manage, operate, join, control or tacitly, for himself or on behalf of any entity conducting business anywhere participate in the Restricted Territory ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, any business or organization in the United States, Canada or Mexico that sells or markets golf equipment, apparel, accessories or services directly to consumers, whether through retail or direct marketing channels, including, but not limited to catalogs and the internet (as defined below): a “Competitive Business”); provided, however, that nothing herein shall prohibit Executive from (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight being a passive owner of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1than 2% of the outstanding stock of any class of securities of any enterprise (but without otherwise participating a corporation which is publicly traded, so long as Executive has no active participation in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentuckysuch corporation; or (ii) any states becoming involved with a business or organization for which activities comprising a Competitive Business do not represent more than $10 million in which revenues or more than 10% of such business or organization’s total revenues. If, at the Company ownstime of enforcement of this Article III, operates a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Article III are reasonable and that he has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which reviewed the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities provisions of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment this Agreement with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.legal counsel
Appears in 2 contracts
Samples: Employment Agreement (Golf Galaxy, Inc.), Employment Agreement (Golf Galaxy, Inc.)
Non-Competition and Non-Solicitation. While The Executive hereby covenants and agrees that during the Employee is employed by the Company Executive’s employment and for a period of twelve one (121) months after year following the date of Employee’s termination of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or due to Company’s non-renewal of the Agreement pursuant to Section 4 hereof, the Executive shall not (i) perform services as an executive officer of a real estate investment trust that competes with the Company for any reason Employee will not(i.e., directly or indirectly, expressly or tacitly, for himself or on behalf owns multi-family apartment at least half of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed located within one hundred miles of apartment communities owned by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities ownership and operation of such enterprisemulti-family residential real estate (each, a “Competing Entity”) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) directly or indirectly solicit any states in which customer or client of the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilitieson behalf of the Company) with respect to the business described in subsection (i) hereof; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, indirectly induce or do business with: (i) encourage any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer employee of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant affiliated entities to leave the employ of or engagement by the Company or its successorsaffiliated entities. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, assigns or affiliateshaving done so, or to violate agrees that the terms restrictions set forth in this Section 10.1, including without limitation the time period of their contracts with restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 10.1 relating to the time period, the area of restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, such provision(s) shall be reformed by such court by limit or reducing it to the minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s obligations under this Section 10.1 shall terminate and be of no further force and effect if the Company shall fail to make the payments to the Executive required by Section 7 and/or Section 8 of this Agreement after failing to cure such non-payment within thirty (30) days after receiving written notice from the Executive of such non-payment. Notwithstanding anything to the contrary in this Agreement, in the event that the Executive commences employment with a Competing Entity, the Company shall, effective on the date the Executive’s employment with a Competing Entity commences, cease making payments to the Executive required by Section 7 and/or Section 8 of this Agreement and shall thereafter have no further obligation to make any payments to the Executive under this Agreement.
Appears in 2 contracts
Samples: Employment Agreement (Trade Street Residential, Inc.), Employment Agreement (Trade Street Residential, Inc.)
Non-Competition and Non-Solicitation. While During the Employee is employed by Employee’s employment with the Company and for a period of twelve one (121) months after year following the date of Employee’s termination of employment with Termination Date: (a) the Employee shall not in the United States or in any country in which the Company for any reason Employee will notshall then be doing business, directly or indirectly, expressly enter the employ of, or tacitlyrender any services to, for himself any person, firm or on behalf corporation engaged in any business that is Competing with the business of the Company or of any entity conducting business anywhere in of its Subsidiaries or Affiliates of which the Restricted Territory (as defined below): (i) act as Employee may become an officer, manager, advisor, executive, shareholder, employee or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with officer during the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 9 shall be deemed to prohibit the Employee from acquiring, solely as an investment, up to two percent (ii2%) recruit investors on behalf of the shares of capital stock of any Competing public corporation or from being employed by or associated with (including serving as a consultant to) a subsidiary, division, department, unit or affiliate (each, a “Unit”) of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity if that Unit is not engaged in any capacity business which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive is Competing with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean , irrespective of whether some other Unit of such entity engages in such competition; and (ib) the Employee nor any states in which the Company has a regulated-utility operation, which may change from time to time, but as Affiliate of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business ofsolicit, entice or persuade, or do business with: attempt to solicit, entice or persuade, any directors, key advisors, officers or employees of or consultants to the Company (i) any customer that Employee approachedcollectively, solicited or accepted business from on behalf “Associates of the Company, and/or was provided confidential or proprietary information about while employed by ”) to leave the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer services of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee . This non-solicitation provision shall not (directly or indirectly) on his or her own behalf or on behalf apply to Associates of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of who previously terminated their contracts relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends.
Appears in 2 contracts
Samples: Executive Employment Agreement (Ariad Pharmaceuticals Inc), Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. While the Employee is employed by the Company and for For a period of twelve five (125) months after years following the date of Employee’s termination of employment with the Company for any reason Employee will notClosing Date, directly neither Seller nor its affiliates, including Shareholder, shall (individually or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executivea consultant, shareholder, partner, venturer, director, officer, agent or consultant to otherwise) (a) engage in the business of operating a janitorial business or any business in which his duties at or for such business include oversight of or actual involvement in providing services which are related enterprise that is competitive with the facilities or services or products being provided or which are being produced or developed offered by the CompanyBusiness within a hundred (100) mile radius from Anytown, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the CompanyUSA, or (iiib) become employed by solicit, call on or contact any past (within the past 12 months) or present customers, suppliers or employees of Seller with respect to the Business. In addition, Seller and Shareholder shall keep and maintain all confidential and proprietary information of Seller, including without limitation, financial statements, customer and supplier lists, pricing information, sales and purchases margins and practices, methods of telephone solicitation and similar information regarding the business and affairs of Seller, confidential and shall not disclose such an entity in information to any capacity which would require Employee to carry out, in whole third person or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Companyexploit such information personally except as required under law, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating if such information is in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or public domain. In the event that Seller breaches this Section 13, Buyer shall have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply non-exclusive right and remedy to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only have this section specifically enforced to the extent permitted by any court of competent jurisdiction, it being acknowledged and agreed that the Employee acquired any breach or was privy threatened breach might cause immediate irreparable injury to confidential information regarding such services, products or businessesBuyer and that monetary damages may not provide an adequate remedy at law. Employee acknowledges that this restriction will prevent the Employee from acting in If any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date provisions of this Agreement Section 13 are Pennsylvaniaconstrued to be invalid or unenforceable in any jurisdiction, West Virginia the remainder of this section shall not be affected, and Kentucky; or (ii) any states in which the Company ownscourt making such a determination shall have the power to modify this Section 13 and substitute the maximum duration, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business ofscope, or do business with: (i) any customer that Employee approachedarea permissible under the circumstances for the stated duration, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or inducescope, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companyarea.
Appears in 2 contracts
Non-Competition and Non-Solicitation. While The Employee agrees that during the Employment and for a period of one year after termination of the Employment, he will not directly, indirectly, once, occasionally or professionally, under his name or under a third party name, on be-half of his own or on behalf of third parties compete with the Company or an Affiliate within the scope of research, development and commercialization of drugs to treat (i) psychiatric disorders, sleep disorders or Xxxxxxxxx’x disease or (ii) any other indication for which the Company is clinically developing or commercializing a drug at the time of termination of your employment (the “Restricted Business”). It is recognized that the Restricted Business is expected to be conducted throughout the world and that more narrow geographical limitations of any nature on this non-competition and non-solicitation covenant are therefore not appropriate. This provision shall not apply in cases where the Company dismisses the Employee with regular notice as set forth in Article 335b et 335.c of the Swiss Code of Obligations or with immediate effect without good cause as set forth in Article 337 of the Swiss Code of Obligations. The Employee furthermore agrees that he will not participate in any way in any enterprise competing with the Company or an Affiliate, and he also agrees not to found or assist any business being active in the Restricted Business, unless otherwise provided by this Employment Agreement. These restrictions shall not prevent the Employee from (a) accepting employment with a recognized pharmaceutical company that is not primarily engaged in a Restricted Business, provided that the services of the Employee for any such entity do not primarily relate to any Restricted Business in which such entity may be engaged and/or (b) holding five percent (5%) of the securities of any publicly traded entity. During the Restricted Period, you agree not to, directly or indirectly, whether for your own account or for the account of any other individual or entity, (i) solicit for hire or engagement, hire, or engage any individual who is employed by the Company and for a period of twelve (12) months after or its Affiliates on the date of Employee’s termination any attempted solicitation or was employed during the six month period prior thereto unless such individual had been involuntarily terminated by the Company or (ii) otherwise induce or attempt to induce any individual who is employed by Company or its Affiliates to terminate such employment In the event the Employee breaches any of employment with the obligations pursuant to this Section 15 a penalty of CHF 302,273 shall be owed by the Employee to the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in partbreach. However, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) payment of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent penalty does not release the Employee from acting in any of further complying with the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Companyrespective obligation. Restricted Territory shall mean (i) any states in which In addition, the Company has a regulated-utility operation, which may change from time reserves the right to time, but claim compensation for damages as of well as the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior right to the end remedy of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companyspecific performance.
Appears in 2 contracts
Samples: Employment Agreement (Luthringer Remy), Employment Agreement (Minerva Neurosciences, Inc.)
Non-Competition and Non-Solicitation. While In order to protect the Employee is employed by Company’s proprietary information and good will, during the Executive’s employment with the Company and for a period of twelve (12) months after following the date (i) the delivery of Employee’s a Notice of Termination, in the case of an Involuntary Departure or (ii) the termination of the Executive’s employment for any other reason (the “Restricted Period”), the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of CAS9 technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for any reason Employee such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. In addition, during the Restricted Period, the Executive will not, directly or indirectly, expressly or tacitlyin any manner, other than for himself or on behalf the benefit of any entity conducting business anywhere in the Restricted Territory (as defined below): Company (i) act as an officerdivert or take away customers of the Company or any of its suppliers; and/or (ii) solicit, managerentice, advisor, executive, shareholder, attempt to persuade any other employee or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within to leave the last two Company for any reason (2) years prior to other than the end termination of Employeesubordinate employees undertaken in the course of the Executive’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with ). The Executive acknowledges and agrees that if the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in Executive violates any of the foregoing capacities for any competing entity operating or conducting business within provisions of this paragraph 7(b), the running of the Restricted Territory and that this scope is reasonable in light of Period will be extended by the business of the Company. Restricted Territory shall mean (i) any states in time during which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states Executive engages in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rightssuch violation(s), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.
Appears in 2 contracts
Samples: Employment Agreement (CRISPR Therapeutics AG), Employment Agreement (CRISPR Therapeutics AG)
Non-Competition and Non-Solicitation. While During the Employee is employed by the Company Executive’s employment hereunder and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): of: (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to thereafter upon the end Executive’s termination of Employee’s employment with the Companyby giving notice of non-renewal as set forth in Section 1 hereto, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by one (1) year thereafter upon the Company’s termination of the Executive’s employment by giving notice of non-renewal as set forth in Section 1 hereto, or were under investigation by the Company within the last (iii) two (2) years thereafter upon the Executive’s termination of employment for any reason other than those set forth in (i) and (ii), without the prior to the end written consent of Employee’s employment with the Company, the Executive shall not engage (whether as an employee, consultant, director or (iiiindependent contractor) become employed by such an entity in any capacity which would require Employee to carry outBusiness Activities on behalf of any person, firm or corporation, and the Executive shall not acquire any financial interest (except for equity interests in publicly-held companies that will not be significant and that, in whole or in partany event, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two will not exceed five percent (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g5%) of the Securities Exchange Act equity of 1934. This covenant shall apply to that company) in any services, products or businesses under investigation by the Company entity which engages in Business Activities within the last two (2) years prior to the end 200 miles of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for Company’s offices in operation on the Commencement Date and within 100 miles of any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light office of the business Company established after the Commencement Date. During the period that the above noncompetition restriction applies, the Executive shall not, without the written consent of the Company. Restricted Territory shall mean : (i) solicit any states in which employee of the Company has a regulated-utility operation, which may change from time to time, but as or any of the effective date of this Agreement are PennsylvaniaCompany’s Affiliates to terminate his employment, West Virginia and Kentucky; or (ii) solicit any states in which the Company ownscustomers, operates partners, resellers, vendors or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer suppliers of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person individual or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by than the Company or its successorsAffiliates. As used herein, assigns or affiliatesthe term “Business Activities” shall mean conduct of business as a middle market information technology service provider focused on network management and monitoring, or to violate the terms of their contracts with the CompanyLAN-WAN broadband, security, storage, and messaging.
Appears in 2 contracts
Samples: Employment Agreement (Micros to Mainframes Inc), Employment Agreement (Micros to Mainframes Inc)
Non-Competition and Non-Solicitation. While The Executive hereby covenants and agrees that during the Employee is employed by Term of the Company Executive 's employment hereunder and for a period of twelve one (121) months after the date of Employee’s termination of employment with the Company for any reason Employee will notyear thereafter, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee Executive shall not, directly or indirectly, solicit the business of, or do business with: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “Competing Entity ") which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer that Employee approached, solicited or accepted business from client of the Company or any of its subsidiaries (other than on behalf of the Company, and/or was provided confidential or proprietary information about while employed by ) with respect to any business in which the Company within or any of its subsidiaries is then engaged or, to the one then existing knowledge of the Executive, proposes to engage; or (1iii) year period preceding Employee’s separation from the Company; and (ii) induce or encourage any prospective customer employee of the Company who was identified to or by the Employee and/or who Employee was provided confidential any of its subsidiaries or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant affiliated entities to leave the employ of or engagement by the Company or any of its successorssubsidiaries or affiliated entities; provided, assigns that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or affiliatesother business entity. The foregoing covenants and agreements of the Executive are referred to herein as the "Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, or to violate having done so, agrees that the terms restrictions set forth in this Section 6.1, including without l imitation the time period of their contracts with restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive 's agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maxim u m restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maxim um restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.
Appears in 1 contract
Non-Competition and Non-Solicitation. While (a) Each Seller hereby acknowledges and agrees that (x) it is familiar with the Employee is employed by trade secrets and with other Confidential Information related to the business of the Company and for a period of twelve its Subsidiaries, and (12y) months after the date of Employee’s termination of employment Buyer and its Affiliates would be irreparably damaged if such Seller (except with respect to Spell) were to compete with or otherwise interfere with the Company for business of any reason Employee will notof them and that any such competition would result in a significant loss of goodwill by Buyer and its Affiliates. Each Seller further acknowledges and agrees that the covenants and agreements set forth in this Section 5.9 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer would not obtain the full benefit of the bargain set forth in this Agreement as specifically negotiated by the parties hereto if any Seller breached this Section 5.9. Therefore, in further consideration of the amounts paid to Sellers on the Closing Date pursuant to this Agreement, each Seller other than Spell agrees that (i) until the third anniversary of the Closing, such Seller shall not anywhere in the United States, Canada or Central America and (ii) until the fifth anniversary of the Closing, such Seller shall not anywhere in the States of Indiana or Illinois, directly or indirectlyindirectly own any interest in, expressly or tacitlymanage, for himself or on behalf of any entity conducting business anywhere control, participate in the Restricted Territory (as defined below): (i) act whether as an officer, managerdirector, advisoremployee, executivepartner, shareholderrepresentative or otherwise), consult with, or consultant to in any business other manner engage in any activity which his duties at is directly or for such business include oversight of or actual involvement in providing services which are indirectly competitive with the services Business or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two any portion thereof (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company“Competitive Activities”). Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but foregoing covenant shall not more than) 1be deemed breached as a result of the passive ownership by such Seller of less than an aggregate of 2% of any class of securities publicly traded stock of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall notcorporation engaged, directly or indirectly, solicit in Competitive Activities so long as Seller does not have any active participation in the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of such corporation. Each Seller acknowledges the restrictions set forth above are reasonable and necessary to protect the goodwill of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.
Appears in 1 contract
Samples: Stock Contribution and Purchase Agreement (Maxum Petroleum Holdings, Inc.)
Non-Competition and Non-Solicitation. While (a) For a period from the Employee is employed date hereof through one (1) year following the termination of the employment of the Executive for any reason, Executive will not, directly or indirectly (whether as an owner, proprietor, partner, shareholder, officer, employee, independent contractor, director, joint venturer, consultant, lender or investor (other than in connection with the Employment Agreement) engage in the Prohibited Business; provided, that, the Executive may at any time during such one-year period surrender all shares of Parent Common Stock received pursuant to paragraph 10 which are then owned by him or any of his controlled affiliates to the Company and upon doing so, the non-competition period will continue for a period of twelve only three (123) months after thereafter. For purposes of this Section 4.01, the “Prohibited Business” means providing any product or service in connection with fantasy sports league events or Internet online fantasy sports, in the geographic areas where the Company engages in business as of the date hereof (it being understood that the Executive providing services to an entity whose primary business is not the Prohibited Business shall not violate this Section 12(a) unless the Executive’s primary duties are providing services to that Prohibited Business). The parties agree that this Section 12(a) shall not prohibit the ownership by the Executive, solely as an investment, of Employee’s termination securities of employment with a person engaged in the Company for any reason Employee will Prohibited Business if (i) the Executive is not an “affiliate” (as such term is defined in Rule 405 promulgated under the Securities Act) of the issuer of such securities, (ii) such securities are publicly traded on a national securities exchange and (iii) the Executive does not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not beneficially own more than) 1than 5% of any the class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if which such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934a part. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent The Executive acknowledges and agrees that the Employee acquired limitations imposed by this Section 12(a) as to time, geographical area, and scope of activity being restrained are reasonable and do not impose a greater restraint than is necessary to protect the goodwill or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting other business within the Restricted Territory and that this scope is reasonable in light of the business interests of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.
Appears in 1 contract
Samples: Executive Employment Agreement (Eclips Media Technologies, Inc.)
Non-Competition and Non-Solicitation. While the Employee is employed You acknowledge and agree that during Your employment by the Company and for a period of twelve two (122) months years after the date of Employee’s termination of Your Termination Date, You will not accept employment with, or become an independent contractor to, or consult or perform services for, any person or entity that engages in new home construction (directly or indirectly) in competition with the Company without prior written consent of the Company. You further agree that for any reason Employee three (3) years after Your Termination Date, You will not, directly or indirectly, expressly or tacitly, for himself or on behalf of at any entity conducting business anywhere in the Restricted Territory (as defined below): time: (i) act as an officersolicit, manager, advisor, executive, shareholderattempt to hire, or facilitate in any way the hiring of any person who is then employed by or is a consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation who was employed by or was a consultant to Company at any time during the Company within the last two (2) years prior to the end of Employee’s employment with the Company, twelve months before Your Termination Date; (ii) recruit investors on behalf of an entity which engages in activities which are competitive encourage any such person to terminate his or her employment or consultation with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) solicit any state in which customer of Company or person or entity that within the year before the date of such solicitation, was a customer of Company, or whose identity You learned by virtue of Your employment with Company, to perform or provide home-building services or products for such customer of a substantially similar nature to those services performed or products provided by Company owns provedto its customers. You agree to inform any prospective new employer, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which prior to conduct any accepting employment, of the business activities described in subparagraphs (i) through (iii) above within existence of this Agreement and provide the last two (2) years prior new employer with a copy of this section only. You agree that these post-employment covenants are reasonable and will not unreasonably interfere with Your ability to earn a living. The parties desire to give effect to the end of Employee’s employment with provisions set forth in the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reasonNon-competition, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; Non-solicitation and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior Confidentiality sections to the end of Employee’s employment with full extent allowed by law and in the Companyevent any court or arbitrator determines that the above-stated restrictions are unlawful or unenforceable, and/or, which are the same as said court or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with arbitrator shall be requested by You and the Company to be offered recast such restrictions to the maximum extent enforceable. The parties agree that a violation of these provisions will result in the future. While Employee is employed by irreparable harm and that should You violate them, the Company shall be entitled to immediate and permanent injunctive relief in Oakland County Circuit Court or the United States District Court for the Eastern District of Michigan without needing to post a period bond. Additionally, the provisions of twelve (12) months after the date of Employee’s termination of employment with the Company for any reasonthis Agreement shall be binding upon You and Your heirs, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any executors, administrators and other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companylegal representatives.
Appears in 1 contract
Samples: Non Competition, Non Solicitation and Confidentiality Agreement (Pultegroup Inc/Mi/)
Non-Competition and Non-Solicitation. While the Employee is employed by (a) Executive understands and recognizes that his services to the Company are special and for a period unique and that in the course of twelve performing such services Executive will have access to and knowledge of Confidential and Proprietary Information (12as defined in Section 6) months after and Executive agrees that, during the date of Employee’s termination of employment with the Company for Term he shall not in any reason Employee will notmanner, directly or indirectly, expressly or tacitly, for himself or on behalf of himself or any person, firm, partnership, joint venture, corporation or other business entity conducting (“Person”), enter into or engage in any business anywhere in that is directly or indirectly competitive with the Restricted Territory (as defined below): (i) act Company’s business, either as an officerindividual for his own account, manageror as a partner, advisorjoint venturer, owner, executive, shareholderemployee, independent contractor, principal, agent, consultant, salesperson, officer, director or consultant to any shareholder of a Person in a business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior geographic area of the Company’s business, which is deemed by the parties hereto to the end be worldwide; provided, however, that if a Person’s business has multiple lines or segments, some of Employee’s employment which are not competitive with the Company’s business, (ii) recruit investors on behalf nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of an entity which engages in activities which are a Person’s business that is not competitive with the services or products being provided or which are being produced or developed by Company’s business. Executive acknowledges that, due to the unique nature of the Company’s business, the loss of any of its clients or were under investigation by business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company within and its affiliates and therefore the last two (2) years prior Company has a legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to the end of Employee’s employment with the Company, or (iii) become employed by Executive narrowly and fairly serves such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end important and critical business interest of Employee’s employment with the Company. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit Executive from acquiring or holding, solely for investment purposes, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in corporation or other entity, some or all of the activities of such enterprise) if such securities which are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment competitive with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean Company so long as such securities do not, in the aggregate, constitute more than three percent (i3%) of any states in which the Company has a regulated-utility operation, which may change from time to time, but as class or series of the effective date outstanding securities of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities such corporation or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companyentity.
Appears in 1 contract
Non-Competition and Non-Solicitation. While During the Employee is employed by Employee’s employment with the Company and for a period of twelve one (121) months after year following the date of Employee’s termination of employment with Termination Date: (a) the Employee shall not in the United States or in any country in which the Company for any reason Employee will notshall then be doing business, directly or indirectly, expressly enter the employ of, or tacitlyrender any services to, for himself any person, firm or on behalf corporation engaged in any business that is Competing with the business of the Company or of any entity conducting business anywhere in of its Subsidiaries or Affiliates of which the Restricted Territory (as defined below): (i) act as Employee may become an officer, manager, advisor, executive, shareholder, employee or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with officer during the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company; Employee shall not engage in such business on Employee’s own account; and Employee shall not become interested in any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee, trustee, consultant, or any other relationship or capacity; provided, however, that nothing contained in this Section 9 shall be deemed to prohibit the Employee from acquiring, solely as an investment, up to two percent (ii2%) recruit investors on behalf of the shares of capital stock of any Competing public corporation or from being employed by or associated with (including serving as a consultant to) a subsidiary, division, department, unit or affiliate (each, a “Unit”) of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity if that Unit is not engaged in any capacity business which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive is Competing with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean , irrespective of whether some other Unit of such entity Exhibit 10.6 engages in such competition; and (ib) the Employee nor any states in which the Company has a regulated-utility operation, which may change from time to time, but as Affiliate of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business ofsolicit, entice or persuade, or do business with: attempt to solicit, entice or persuade, any directors, key advisors, officers or employees of or consultants to the Company (i) any customer that Employee approachedcollectively, solicited or accepted business from on behalf “Associates of the Company, and/or was provided confidential or proprietary information about while employed by ”) to leave the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer services of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee . This non-solicitation provision shall not (directly or indirectly) on his or her own behalf or on behalf apply to Associates of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of who previously terminated their contracts relationship with the Company. The above covenants will apply to the Employee, regardless of the circumstances under which the employment ends.
Appears in 1 contract
Samples: Executive Employment Agreement (Ariad Pharmaceuticals Inc)
Non-Competition and Non-Solicitation. While Grantee expressly covenants and agrees that during the Employee period Grantee is employed engaged by the Company and for a period one year following the end of twelve (12) months after the date of EmployeeGrantee’s termination of employment engagement with the Company for (the “Prohibited Period”), Grantee will refrain from carrying on or engaging in, directly or indirectly, any reason Employee Competing Business in the Restricted Area and Grantee will not, and Grantee will cause Grantee’s affiliates not to, directly or indirectly, own, manage, operate, join, become an employee of, partner in, owner or member of (or an independent contractor to), control or participate in, be connected with or loan money to, sell or lease equipment or property to, or otherwise be affiliated with any business, individual, partnership, firm, corporation or other entity which engages in a Competing Business in the Restricted Area. “Competing Business” means any business, individual, partnership, firm, corporation or other entity which wholly or in any significant part engages in any business competing with the Business in the Restricted Area; “Restricted Area” means Europe, North America and the Commonwealth of Independent States; and “Business” means the provision of software engineering and software development services, as such business may be expanded or altered by the Company during the period of Grantee’s engagement by the Company; provided, that any business or endeavor shall cease to be the “Business” if the Company is not or ceases to be engaged in such business or endeavor. Grantee further expressly covenants and agrees that during the Prohibited Period, Grantee shall not, directly or indirectly, expressly encourage, solicit or tacitly, for himself or on behalf of induce any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officerindividual who is then or has been within six (6) months prior thereto employed by or providing consulting services to, managerthe Company to terminate such employment or services; provided, advisor, executive, shareholder, that the foregoing shall not be violated by general advertising not targeted at employees or consultant to any business in which his duties at or for such business include oversight consultants of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, ; (ii) recruit investors on behalf Customer, supplier, licensee or other business relation of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within to cease doing business with or materially reduce the last two (2) years prior to the end amount of Employee’s employment business conducted with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive way interfere with the services relationship between any such customer, supplier, licensee or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.relation
Appears in 1 contract
Non-Competition and Non-Solicitation. While the Employee is employed by (a) The Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services the Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 6) and the Executive agrees that, during the Term and for a period of six (6) months (or twelve (12) months after if the date of EmployeeExecutive’s termination of employment with is terminated by the Company during the Term for Cause (as defined below) or by Executive during the Term without Good Reason (as defined below)) thereafter, he shall not in any reason Employee will notmanner, directly or indirectly, expressly or tacitly, for himself or on behalf of himself or any person, firm, partnership, joint venture, corporation, limited liability company or other business entity conducting business anywhere (“Person”), enter into or engage in the Restricted Territory (as defined below): (i) act development of any therapeutic agent_ which targets the same or similar mechanisms and which is directly or indirectly competitive with the Company Business, either as an officerindividual for his own account, manageror as a partner, advisorjoint venturer, owner, executive, shareholderemployee, independent contractor, principal, agent, consultant, salesperson, officer, director or consultant to any shareholder of a Person in a business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior geographic area of the Company’s Business, which is deemed by the parties hereto to the end be worldwide; provided; however, if a Person’s business has multiple lines or segments, some of Employee’s employment which are not competitive with the Company’s Business, (ii) recruit investors on behalf nothing herein shall prevent the Executive from being employed by, working for or assisting that line or segment of an entity which engages in activities which are a Person’s business that is not competitive with the services Company’s Business. The Executive acknowledges that, due to the unique nature of the Company’s Business, the loss of any of its clients or products being provided business flow or which are being produced or developed the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company and its affiliates and therefore the Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by Executive narrowly and fairly serves such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end important and critical business interest of Employee’s employment with the Company. Notwithstanding the foregoing, nothing contained in this Section 7(a) shall be deemed to prohibit the Employee may purchase Executive from acquiring or otherwise acquire up to (but not more than) 1% of any class of holding, solely for investment, publicly traded securities of any enterprise (but without otherwise participating in corporation or other entity, some or all of the activities of such enterprise) if such securities which are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment competitive with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean Company so long as such securities do not, in the aggregate, constitute more than three percent (i3%) of any states in which the Company has a regulated-utility operation, which may change from time to time, but as class or series of the effective date outstanding securities of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities such corporation or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companyentity.
Appears in 1 contract
Non-Competition and Non-Solicitation. While For a three year period following the Employee is employed by the Company and for a period Closing Date, each of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in partSeller, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory Selling Subsidiary and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee their respective Affiliates shall not, directly or indirectly, (a) engage in activities which compete with the Business as currently conducted, (b) entice, induce or solicit any customer of or licensor to the business Business to cease in any extent to be a customer of or licensor to the Business or (c) entice, induce or solicit any employee or consultant of Buyer, Parent or their respective subsidiaries with respect to the Business to leave the employment of, or do business with: no longer render services to, Buyer, Parent or any of their respective subsidiaries. Notwithstanding anything to the contrary contained herein, (i) any customer that Employee approachednothing contained herein shall be construed to prevent Seller and its Affiliates from selling the products and services currently sold by them (other than the Services) or scanning services relating to Seller's and its subsidiaries' electronic data interchange or EDI services, solicited or accepted business from on behalf of the Companyproduction messaging services, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; desktop fax, document capture and management and other fax-related services and (ii) this Section 7.11 shall not apply to the activities of any prospective customer Person that, whether by merger, consolidation, stock purchase or asset purchase, (A) acquires Seller, the Selling Subsidiary or any of their respective Affiliates or the business or assets of any of the Company who was identified foregoing or (B) after the first anniversary of the Closing Date, is acquired by Seller, the Selling Subsidiary or any of their respective Affiliates; provided, however, that, in the case of clause (B), (x) the revenues of such acquired Person relating to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes any portion of marketing, selling and/or attempting to market or sell products and services such Person's business which are competitive with the same Business cannot exceed twenty percent (20%) of such Person's revenues for the twelve (12) month period as or similar to any product or service of the Company offers within end of the last two (2) years fiscal quarter of such Person ending immediately prior to the end acquisition of Employee’s employment such Person, (y) Seller must have used its reasonable commercial efforts to not purchase the portion of such Person's business which is competitive with the CompanyBusiness and (z) if such portion of the business is acquired notwithstanding its compliance with clause (y), and/or, Seller must use its reasonable commercial efforts to divest the portion of such Person's business which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment is competitive with the Company to be offered in the future. While Employee is employed by the Company and for a period of Business within twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companyacquisition.
Appears in 1 contract
Non-Competition and Non-Solicitation. While 10.1. During the Employee is employed by the Company term of this Agreement, and for during a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitlythis Agreement, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in partwhatever reason, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit either as an employee, employer, consultant, agent, principal, partner, corporate officer, director, shareholder, member, investor or in any other individual or representative capacity, engage or participate in or work for any business that is in competition in any manner whatsoever with the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by worldwide, including for the Employee and/or who Employee was provided confidential or proprietary information about while employed by avoidance of doubt the business of any Group Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service including without limitation Teva Pharmaceutical Industries Ltd. The parties agree that the Company has a legitimate interest in process over protecting the last two (2) years prior to the end business and goodwill of Employee’s employment with the Company that it has developed and that its affiliates have developed. The parties further agree that the limitations as to time, geographical area, and scope of activity to be offered in restrained do not impose a greater restraint upon Employee than is necessary to protect the future. While Employee is employed by goodwill or other business interests of the Company and for its affiliates. The Employee agrees that if a court of competent jurisdiction determines that the length of time or any other restriction, or portion thereof, set forth in this subject clause is overly restrictive and unenforceable, the court may reduce or modify such restrictions to those which it deems reasonable and enforceable under the circumstances, and as so reduced or modified the parties hereto agree that the restrictions of this subject clause shall remain in full force and effect. The Employee further agrees that if a court of competent jurisdiction determines that any provision of the subject clause is invalid, the remaining provisions of the subject clause and the remainder of this Agreement shall not be affected thereby, and shall remain in full force and effect. In case the Employment is terminated by notice, the term of the subject restrictions shall be reduced as follows. If the Employee terminates the Employment with observance of the notice period as set out in clause 1.5, the term of twelve the subject restriction is nine (129) months after the date of Employee’s termination of employment with months. If the Company for any reasonterminates the Employment with observance of the notice period as set out in clause 1.5, Employee shall not the term of the subject restriction is six (directly or indirectly6) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companymonths.
Appears in 1 contract
Non-Competition and Non-Solicitation. While The Executive hereby covenants and agrees that during the Employee is employed by the Company Executive’s employment and for a period of twelve one (121) months after year following the date of Employee’s termination of the Executive’s employment by the Company without Cause, by the Executive for Good Reason, or due to Company’s non-renewal of the Agreement pursuant to Section 4 hereof, the Executive shall not (i) perform services as an executive officer of a real estate investment trust that competes with the Company for any reason Employee will not(i.e., directly or indirectly, expressly or tacitly, for himself or on behalf owns multi-family apartment at least half of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed located within one hundred miles of apartment communities owned by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities ownership and operation of such enterprisemulti-family residential real estate (each, a “Competing Entity”) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) directly or indirectly solicit any states in customer or client (which shall not include lawyers, accountants lenders with whom the Company owns, operates or has contractual rights to purchase natural gas-related assets does business) of the Company (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilitieson behalf of the Company) with respect to the business described in subsection (i) hereof; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, indirectly induce or do business with: (i) encourage any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer employee of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant affiliated entities to leave the employ of or engagement by the Company or its successorsaffiliated entities. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that he has carefully read and considered the provisions of the Restrictive Covenant and, assigns or affiliateshaving done so, or to violate agrees that the terms restrictions set forth in this Section 10.1, including without limitation the time period of their contracts with restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent the Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 10.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 10.1 relating to the time period, the area of restriction, the scope of activity and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, such provision(s) shall be reformed by such court by limit or reducing it to the minimum extent necessary so as to remain enforceable to the fullest extent deemed reasonable by such court. Moreover, the Executive’s obligations under this Section 10.1 shall terminate and be of no further force and effect if the Company shall fail to make the payments to the Executive required by Section 7 and/or Section 8 of this Agreement after failing to cure such non-payment within thirty (30) days after receiving written notice from the Executive of such non-payment. Notwithstanding anything to the contrary in this Agreement, in the event that the Executive commences employment with a Competing Entity, the Company shall, effective on the date the Executive’s employment with a Competing Entity commences, cease making payments to the Executive required by Section 7 and/or Section 8 of this Agreement and shall thereafter have no further obligation to make any payments to the Executive under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Trade Street Residential, Inc.)
Non-Competition and Non-Solicitation. While (a) Seller hereby acknowledges and agrees that (x) he is familiar with the Employee is employed trade secrets and with other Confidential Information related to the business of the Companies and their Subsidiaries, and (y) that Buyer and the Companies would be irreparably damaged if Seller were to compete with or otherwise interfere with the business of any of them and that any such competition would result in a significant loss of goodwill by Buyer and the Companies. Seller further acknowledges and agrees that the covenants and agreements set forth in this Section 5.9 were a material inducement to Buyer to enter into this Agreement and to perform its obligations hereunder, and that Buyer would not obtain the full benefit of the bargain set forth in this Agreement as specifically negotiated by the Company parties hereto if Seller breached this Section 5.9. Therefore, in further consideration of the amounts paid to Seller on the Closing Date pursuant to this Agreement, Seller agrees that (i) until the third anniversary of the Closing, he shall not anywhere in the United States, and for a period (ii) until the fifth anniversary of twelve the Closing, he shall not anywhere in (12A) months after the date State of Employee’s termination West Virginia; (B) the State of employment with Ohio, (C) the Company for any reason Employee will notCommonwealth of Virginia within 50 miles of the border of West Virginia or (D) the Commonwealth of Kentucky within 50 miles of the border of West Virginia, directly or indirectlyindirectly own any interest in, expressly or tacitlymanage, for himself or on behalf of any entity conducting business anywhere control, participate in the Restricted Territory (as defined below): (i) act whether as an officer, managerdirector, advisoremployee, executivepartner, shareholderrepresentative or otherwise), consult with, or consultant to in any business other manner engage in any activity which his duties at is directly or for such business include oversight of or actual involvement in providing services which are indirectly competitive with any businesses of Buyer or any of its Subsidiaries conducted as of the services date hereof (“Competitive Activities”), including the sale or distribution of fuels, petroleum products being provided or which are being produced engine or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Companymachine lubricants. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to foregoing covenant shall not be deemed breached as a result of (but not more thanX) 1the passive ownership by Seller of less than an aggregate of 2% of any class of securities publicly traded stock of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall notcorporation engaged, directly or indirectly, solicit in Competitive Activities so long as Seller does not have any active participation in the business ofof such corporation, (Y) Seller’s ownership, management of or do business with: other active participation in (i1) any Persons whose business is limited to the ownership, maintenance, management or leasing of real property (regardless of the identity of any unaffiliated lessee of such property), including, without limitation, Persons who lease real property to the Companies, any of the One Stop Companies or to Persons who are consignees or otherwise purchasing 39 products from the Companies, (2) any of the One Stop Companies (so long as none of them enter into any new line of business that is competitive with any business of the Buyer, the Companies or any of their respective Subsidiaries existing as of date hereof, including any fleet fueling services, customer that Employee approachedon-site services or the marketing, solicited distribution or accepted business from sale of petroleum products or lubricants to industrial or commercial customers) or (Z) Seller’s activities on behalf of non-profit or charitable organizations. Seller acknowledges the Company, and/or was provided confidential or proprietary information about while employed by restrictions set forth above are reasonable and necessary to protect the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer goodwill of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the CompanyCompanies.
Appears in 1 contract
Samples: Stock Purchase Agreement (Maxum Petroleum Holdings, Inc.)
Non-Competition and Non-Solicitation. While In order to protect the Employee is employed by Company’s proprietary information and good will, during the Executive’s employment with the Company and for a period of twelve nine (129) months after following (i) the date delivery of Employee’s a Notice of Termination, in the case of an Involuntary Departure or (ii) the termination of the Executive’s employment for any other reason (the “Restricted Period”), the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of gene editing technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for any reason Employee such line of business, division or unit do not involve work by the Executive on matters that are directly competitive with the Company’s business. In addition, during the Restricted Period, the Executive will not, directly or indirectly, expressly or tacitlyin any manner, other than for himself or on behalf the benefit of any entity conducting business anywhere in the Restricted Territory (as defined below): Company (i) act as an officerdivert or take away customers of the Company or any of its suppliers; and/or (ii) solicit, managerentice, advisor, executive, shareholder, attempt to persuade any other employee or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within to leave the last two Company for any reason (2) years prior to other than the end termination of Employee’s subordinate employees undertaken in the course of my employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with ). The Executive acknowledges and agrees that if the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in Executive violates any of the foregoing capacities for any competing entity operating or conducting business within provisions of this paragraph 7(b), the running of the Restricted Territory and that this scope is reasonable in light of Period will be extended by the business of the Company. Restricted Territory shall mean (i) any states in time during which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states Executive engages in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rightssuch violation(s), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.
Appears in 1 contract
Non-Competition and Non-Solicitation. While the Employee is employed by the Company and for a period of twelve (12a) months after The Seller agrees that from the date of Employee’s termination this Agreement until the fourth anniversary of employment with the Company for any reason Employee Closing Date it will not, directly or indirectly, expressly indirectly or tacitlythrough, for himself or on behalf of a third party, compete with the Companies, the Purchaser or any entity conducting business anywhere of their respective Affiliates, in each case in the Restricted Territory (as defined below): businesses of (i) act as an officer, manager, advisor, executive, shareholder, providing inbound or consultant to any business in which his duties at outbound telemarketing or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Companyteleservices, (ii) recruit investors on behalf of an entity operating multimedia contact centers or customer interaction centers that handle customer interaction or service over the telephone, interactive voice response or the Internet, including, without limitation, monitoring chat rooms and/or providing click-to-chat, direct response e-mail or voice over Internet protocol, but not including services related to click-through e-mail (which engages in activities which are competitive with includes, without limitation, YourMail) (such businesses, collectively, the services or products being provided or which are being produced or developed by the Company"RESTRICTED BUSINESS"), or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or and (iii) become employed providing outsourced customer relationship management in the Restricted Business, including, without limitation, by such an entity soliciting any Clients or Prospects for services in the Restricted Business; PROVIDED that the provisions contained in this SECTION 5.2(a) shall not be binding upon any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive third party unaffiliated with the services Seller to whom the Seller sells or products being provided transfers all or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end any portion of Employee’s employment with the Companyits remaining businesses. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating nothing in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; shall prohibit the Seller or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets its Affiliates (other than commodity trading rights)the Companies) from conducting their respective businesses as conducted by them on the Closing Date. The Seller agrees that the foregoing restriction is reasonable and that each of the Purchaser and the Companies may enforce this covenant by seeking to enjoin the Seller for its violation; PROVIDED that if such restriction is not enforceable, including but then the Seller shall accept such restriction as a court of competent jurisdiction shall allow. The Seller hereby acknowledges and agrees that the carrying on of the Restricted Business is not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which to the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any physical locations of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf offices of the Company, and/or was provided confidential Purchaser or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the CompanyCompanies.
Appears in 1 contract
Non-Competition and Non-Solicitation. While The Employee agrees that during the Employee is employed by the Company Employment and for a period of twelve (12) months one year after the date of Employee’s termination of employment with the Company for any reason Employee Employment he will notnot directly, directly or indirectly, expressly once, occasionally or tacitlyprofessionally, for himself under his name or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officerunder a third party name, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of third parties compete with the Company or an Affiliate within the scope of research, development and commercialization of drugs to treat (i) psychiatric disorders, sleep disorders or Xxxxxxxxx’x disease or (ii) any other person indication for which the Company is clinically developing or commercializing a drug at the time of termination of the Employee’s employment (the “Restricted Business”). It is recognized that the Restricted Business is expected to be conducted throughout the world and that more narrow geographical limitations of any nature on this non-competition and non-solicitation covenant are therefore not appropriate. These restrictions shall not prevent the Employee from (a) accepting employment with a recognized pharmaceutical company that is not primarily engaged in a Restricted Business, provided that the services of the Employee for any such entity do not primarily relate to any Restricted Business in which such entity may be engaged and/or (b) holding five percent (5%) of the securities of any publicly traded entity. During the Restricted Period, the Employee agrees not to, directly or indirectly, whether for the Employee’s own account or for the account of any other individual or entity, (i) solicit for hire or induceengagement, hire, or cause engage any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement individual who is employed by the Company or its successorsAffiliates on the date of any attempted solicitation or was employed during the six month period prior thereto unless such individual had been involuntarily terminated by the Company or (ii) otherwise induce or attempt to induce any individual who is employed by Company or its Affiliates to terminate such employment. The Restricted Period shall be reduced by the amount of time during which, assigns or affiliatesif at all, or to violate the terms of their contracts with Company places the CompanyEmployee on Garden Leave.
Appears in 1 contract
Non-Competition and Non-Solicitation. While Each of the Employee is employed by the Company Seller and each Member agrees that for a period from the Closing Date until the first anniversary of twelve the Closing Date, the Seller, each Member and such Member's Affiliates shall not, without the prior written consent of the Buyer, (12a) months after engage anywhere in the date of Employee’s termination of employment with the Company for any reason Employee will notUnited States, directly or indirectly, expressly alone or tacitly, for himself as a shareholder (other than as a holder of SFX capital stock or on behalf less than 5% of the capital stock of any entity conducting publicly-traded corporation), member, partner, manager, officer, director, employee or consultant, in any business anywhere organization that is engaged or become engaged in the Restricted Territory Business, except for Law pursuant to and to the extent set forth in the Employment/Management Agreement, (b) divert to any competitor of the Seller or any Affiliate of any such competitor any customer or sponsor of the Seller, or (c) solicit or encourage any employee of the Seller to leave its employ for employment by or with any Member or any competitor of the Seller or any of their Affiliates. If at any time the provisions of this Section 12.2 shall be determined to be invalid or unenforceable, by reason of being vague or unreasonable as defined below): to area, duration or scope of activity, this Section 12.2 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter; and the Seller and the Members agree that this Section 12.2 as so amended shall be valid and binding as though any invalid or unenforceable provisions had not been included therein. Notwithstanding anything to the contrary under this Section 12, the non-competition covenants imposed upon the Seller and the Members under this Section 12 (i) act as an officer, manager, advisor, executive, shareholder, or consultant shall terminate and be no longer applicable with respect to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed Acquired Assets repurchased by the CompanyMembers under the Repurchase Agreement, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) shall not prohibit in any prospective customer manner the Seller's (or its nominee's or assignee's) operation of Harborlights and use and enjoyment of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered Harborlights Assets in the future. While Employee is employed by event the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the CompanyHarborlights Assets are Excluded Assets hereunder.
Appears in 1 contract
Non-Competition and Non-Solicitation. While During the Employee is employed period of Employee’s employment by the Company Xxxxxx Delaware or Xxxxxx New York and for a period of twenty-four (24) months thereafter, or, if Employee is entitled to continue to receive his base salary pursuant to Section VII above, for the Severance Period plus an additional twelve (12) months after the date of Employee’s termination of employment with the Company for thereafter, Employee shall not: (i) engage or become interested in any reason Employee will notway, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act whether as an owner, stockholder, partner, lender, investor, director, officer, manageremployee, advisorconsultant or otherwise) in any activity, executivebusiness or enterprise, shareholderif such activity, business or consultant to enterprise competes, directly or indirectly, within the geographical area of the United States, Canada or the European Union, with (A) the business of designing, developing, distributing, marketing or manufacturing dental products or (B) any other significant part of the business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation conducted by the Company within or its subsidiaries during the last two (2) years prior to the end period of Employee’s employment with the Company, or contemplated to be conducted by it during such period (ii) recruit investors on behalf except that passive ownership of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1than 5% of the outstanding securities of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities corporation that are listed on any a national or regional securities exchange or have been registered under Section 12(g) of traded in the Securities Exchange Act of 1934. This covenant over-the-counter market shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has not be considered a regulated-utility operation, which may change from time to time, but as of the effective date breach of this Agreement are Pennsylvania, West Virginia and KentuckySection); or (ii) any states in which the Company owns, operates solicit or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company hire for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, purpose any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliatessubsidiaries, or any employee who has left such employment within the previous six months. If, at the time of enforcement of this Section IX, a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to violate revise the terms of their contracts with restrictions contained herein to cover the Companymaximum period, scope and area permitted by law.
Appears in 1 contract
Non-Competition and Non-Solicitation. While (a) Employee agrees that he will not: (i) anywhere within the United States, engage, directly or indirectly, alone or as a shareholder (other than as a holder of less than ten percent (10%) of the common stock of any publicly traded corporation), partner, officer, director, employee, consultant or advisor, or otherwise in any way participate in or become associated with, any other business organization that is engaged or becomes engaged in any business that is the same or substantially identical business of the Company, or is directly competitive with, any business activity that the Company is conducting at the time of the Employee’s termination or has notified the Employee is employed that it proposes to conduct and for which the Company has, prior to the time of such termination, expended substantial resources (the “Designated Industry”), (ii) divert to any competitor of the Company any customer or business opportunity of the Company, or (iii) solicit any employee of or contributor to the Company to change its relationship with the Company, or hire or offer employment to any person to whom the Employee actually knows the Company has offered employment. 8 (b) Employee agrees to be bound by the provisions of this Section 10 in consideration for the Company’s employment of Employee, payment of the compensation and benefits provided under Section 5 and Section 6 above and the covenants and agreements set forth herein. The provisions of this Section 10 shall apply during the term of Employee’s employment with the Company and for a period of twelve one (121) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months year following the termination of Employee’s employment with the Company for any reason, including without limitation whether such termination for cause is at the initiative of Employee or without cause, Employee shall not, directly the Company or indirectly, solicit the business of, before or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf after expiration of the CompanyTerm; provided, and/or was provided confidential however, that the provisions of this Section 10 shall cease to apply immediately upon any Change in Control as defined in Section 7 of this Agreement or proprietary information about while employed by in the event that the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of terminates Employee’s employment with for no reason or for any reason other than Cause during the Company, and/or, which are Term. The parties agree that the same as or similar to provisions of this Section 10 shall survive any product or service the Company has in process over the last two (2) years prior to the end termination of Employee’s employment with the Company and this Agreement, Employee will continue to be offered in the future. While Employee is employed bound by the Company provisions of this Section 10 until their expiration and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not be entitled to any compensation from the Company with respect thereto except as provided under this Agreement. (directly c) Employee acknowledges that the provisions of this Section 10 are essential to protect the business and goodwill of the Company. If at any time the provisions of this Section 10 shall be determined to be invalid or indirectly) on his unenforceable by reason of being vague or her own behalf unreasonable as to area, duration or on behalf scope of any other person or entity solicit or induceactivity, or cause any other person or entity this Section 10 shall be considered divisible and shall become and be immediately amended to solicit or induceonly such area, or attempt duration and scope of activity as shall be determined to solicit or induce, any employee or consultant to leave the employ of or engagement be reasonable and enforceable by the Company court or its successors, assigns other body having jurisdiction over the matter; and the Employee agrees that this Section 10 as so amended shall be valid and binding as though any invalid or affiliates, or to violate the terms of their contracts with the Companyunenforceable provision had not been included herein. 11.
Appears in 1 contract
Samples: Employment Agreement
Non-Competition and Non-Solicitation. While Corporation and the Employee Shareholder hereby acknowledge, recognize and confirm that the nature of the Business is employed highly competitive, that the covenants herein contained in this Section are part of the bargained for consideration without which Purchaser would not consummate the Contemplated Transactions, that the covenants herein will not deprive Corporation or the Shareholder of a means by which they may earn a livelihood or otherwise cause undue hardship and that this Section is a reasonable and necessary means by which Purchaser must be able to protect its legitimate business interests and the Company goodwill and for a period the customer and supplier relationships of twelve (12) months after the date of Employee’s termination of employment Business to be acquired by it in connection with the Company for any reason Employee Contemplated Transactions. Accordingly, Corporation and Shareholder agree that neither Corporation nor Shareholder will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in indirectly during the Restricted Territory ten (as defined below): 10) year period following the Closing Date (the "Noncompetition Period") (i) act engage in or actively prepare to engage in any Competing Business, whether such engagement is as an officer, director, proprietor, employee, partner, manager, member, investor (other than as a passive investor in less than five percent (5%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, executiveagent, shareholderrepresentative, independent contractor, substantial creditor or otherwise anywhere in the United States, Canada, Europe, Australia, Japan, China, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with Malaysia (the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the "Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and KentuckyTerritory"); or (ii) assist others in engaging in or preparing to engage in any states Competing Business in which the Company owns, operates or has contractual rights to purchase natural gas-related assets manner described in clause (other than commodity trading rightsi) of this Section 4.10(a), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do trade with, any customers or prospective customers of Corporation in the Restricted Territory with respect to the products sold by Corporation during the two (2) year period immediately preceding the Closing Date; or (iv) induce, or otherwise solicit, any customers with whom Corporation has done business with: to terminate or otherwise curtail or impair their business relationship with Purchaser or Purchaser's Affiliates; or (v) solicit or induce any individual who is an employee of Purchaser to terminate his or her employment with Purchaser or offer employment to or hire or engage any such individual while such person is employed by Purchaser or during the six (6) month period thereafter. In addition, Corporation and Shareholder agree that neither Corporation nor Shareholder will directly or indirectly during the greater of (i) any customer that Employee approached, solicited the two (2) year period following the Closing Date or accepted business from on behalf (ii) the term of the Company, and/or was provided confidential or proprietary information about while employed by Shareholder's employment with the Company within the Purchaser plus one (1) year period preceding Employee’s separation from year, but in no event longer than ten (10) years (y) engage in or actively prepare to engage in any business in the Company; and Field, whether such engagement is as an officer, director, proprietor, employee, partner, manager, member, investor (iiother than as a passive investor in less than five percent (5%) any prospective customer of the Company who was identified to outstanding capital stock of a publicly traded corporation), consultant, advisor, agent, representative, independent contractor, substantial creditor or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered otherwise anywhere in the future. While Employee is employed by Restricted Territory; or (z) assist others in engaging in or preparing to engage in any business in the Company and for a period Field in the manner described in clause (y) of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companythis Section 4.10(b).
Appears in 1 contract
Non-Competition and Non-Solicitation. While (a) During the Employee is employed by period beginning on the Closing Date and ending on the fifth anniversary thereof (the "Non-Competition Period"), except as required in connection with the Retained SmartMove Accounts and the Rewards Accelerator Accounts, neither the Company nor any of its Subsidiaries or any entity which is an Affiliate of the Company (individually and for a period of twelve (12collectively, the "Company Parties") months after the date of Employee’s termination of employment shall directly or indirectly engage in any consumer credit card business or activity which is in competition with the Business or the Fleet Business in the United States; provided, however, that ownership of less than 2% of the outstanding capital stock of any publicly traded corporation which is in direct competition with the Business or the Fleet Business in the United States shall not violate the foregoing agreement not to compete. (b) During the period beginning on the Closing Date and ending on the fifth anniversary thereof, neither the Company for nor any reason Employee will notof its Subsidiaries shall, directly or indirectly use any past or present customer list of the Business or any list of prospective customers generated by use of the know-how, trade secrets or other intellectual property of the Business (whether in hard copy or data file or otherwise) to solicit, directly or indirectly, expressly any customer of the Business or tacitlythe Fleet Business for any consumer debt product or in its business credit card operations; provided, for himself however that nothing in this Section 6.15 shall require the Company or on behalf any of 31 32 its Affiliates to destroy any entity conducting business anywhere customer lists relating to the Business that it may have in the Restricted Territory its possession (as defined below): (iwhether in hard copy, data file or otherwise) act as an officer, manager, advisor, executive, shareholder, or consultant to sort or cull any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed customer list used by the Company, other businesses of the Company or were under investigation its Affiliates and nothing in this Section 6.15(b) shall restrict the general use of know-how by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities conduct of such enterpriseits business. (c) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of For the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but period beginning as of the effective date close of this Agreement are Pennsylvaniabusiness on the Closing Date and ending on the third anniversary thereof, West Virginia and Kentucky; or (ii) any states in which neither the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct nor any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall notits Subsidiaries shall, directly or indirectly, solicit for employment, retain as an independent contractor or consultant, induce to terminate employment with Fleet, any of its Subsidiaries or the business ofLLC or otherwise interfere with any employee of Fleet, any of its Subsidiaries or do business with: (i) any customer the LLC, in all such cases, engaged in the Business or the Fleet Business; provided, however, that Employee approached, persons solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within and its Subsidiaries pursuant to the one use of any general advertisements or general solicitations not specifically directed to employees of Fleet, any of its Subsidiaries or the LLC shall not violate the terms of this covenant. (1d) year For the period preceding Employee’s separation from the Company; and (ii) any prospective customer beginning as of the Company who was identified close of business on the Closing Date and ending on the third anniversary thereof, neither Fleet nor any of its Subsidiaries shall, directly or indirectly, solicit for employment, retain as an independent contractor or consultant, induce to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s terminate employment with the Company to be offered in the future. While Employee is employed by the Company and for a period or any of twelve (12) months after the date of Employee’s termination of employment its Subsidiaries or otherwise interfere with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or any of its successorsSubsidiaries; provided, assigns however, that persons solicited by Fleet and its Subsidiaries pursuant to the use of any general advertisements or affiliates, general solicitations not specifically directed to employees of the Company or to any of its Subsidiaries shall not violate the terms of their contracts with the Company.this covenant. SECTION 6.16
Appears in 1 contract
Non-Competition and Non-Solicitation. While The Executive hereby covenants and agrees that during the Employee is employed by Term of the Company Executive’s employment hereunder and for a period of twelve one (121) months after the date of Employee’s termination of employment with the Company for any reason Employee will notyear thereafter, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee Executive shall not, directly or indirectly, solicit the business of, or do business with: (i) own any interest in, operate, join, control or participate as a partner, director, principal, officer or agent of, enter into the employment of, act as a consultant to, or perform any services for any entity (each a “ Competing Entity ”) which has material operations which compete with any business in which the Company or any of its subsidiaries is then engaged or, to the then existing knowledge of the Executive, proposes to engage; (ii) solicit any customer that Employee approached, solicited or accepted business from client of the Company or any of its subsidiaries (other than on behalf of the Company, and/or was provided confidential or proprietary information about while employed by ) with respect to any business in which the Company within or any of its subsidiaries is then engaged or, to the one then existing knowledge of the Executive, proposes to engage; or (1iii) year period preceding Employee’s separation from the Company; and (ii) induce or encourage any prospective customer employee of the Company who was identified to or by the Employee and/or who Employee was provided confidential any of its subsidiaries or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant affiliated entities to leave the employ of or engagement by the Company or any of its successorssubsidiaries or affiliated entities; provided, assigns that the Executive may, solely as an investment, hold equity securities of the Company and not more than five percent (5%) of the combined voting securities of any publicly-traded corporation or affiliatesother business entity. The foregoing covenants and agreements of the Executive are referred to herein as the “Restrictive Covenant.” The Executive acknowledges that she has carefully read and considered the provisions of the Restrictive Covenant and, or to violate having done so, agrees that the terms restrictions set forth in this Section 6.1, including without limitation the time period of their contracts with restriction set forth above, are fair and reasonable and are reasonably required for the protection of the legitimate business and economic interests of the Company. The Executive further acknowledges that the Company would not have entered into this Agreement absent Executive’s agreement to the foregoing. In the event that, notwithstanding the foregoing, any of the provisions of this Section 6.1 or any parts hereof shall be held to be invalid or unenforceable, the remaining provisions or parts hereof shall nevertheless continue to be valid and enforceable as though the invalid or unenforceable portions or parts had not been included herein. In the event that any provision of this Section 6.1 relating to the time period and/or the area of restriction and/or related aspects shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or area of restriction and/or related aspects deemed reasonable and enforceable by such court shall become and thereafter be the maximum restrictions in such regard, and the provisions of the Restrictive Covenant shall remain enforceable to the fullest extent deemed reasonable by such court.
Appears in 1 contract
Non-Competition and Non-Solicitation. While During the Employee is employed by the Company Executive's employment hereunder and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): of: (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to thereafter upon the end Executive's termination of Employee’s employment with the Companyby giving notice of non-renewal as set forth in Section 1 hereto, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by one (1) year thereafter upon the Company's termination of the Executive's employment by giving notice of non-renewal as set forth in Section 1 hereto, or were under investigation by the Company within the last (iii) two (2) years thereafter upon the Executive's termination of employment for any reason other than those set forth in (i) and (ii), without the prior to the end written consent of Employee’s employment with the Company, the Executive shall not engage (whether as an employee, consultant, director or (iiiindependent contractor) become employed by such an entity in any capacity which would require Employee to carry outBusiness Activities on behalf of any person, firm or corporation, and the Executive shall not acquire any financial interest (except for equity interests in publicly-held companies that will not be significant and that, in whole or in partany event, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two will not exceed five percent (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g5%) of the Securities Exchange Act equity of 1934. This covenant shall apply to that company) in any services, products or businesses under investigation by the Company entity which engages in Business Activities within the last two (2) years prior to the end 200 miles of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for Company's offices in operation on the Commencement Date and within 100 miles of any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light office of the business Company established after the Commencement Date. During the period that the above noncompetition restriction applies, the Executive shall not, without the written consent of the Company. Restricted Territory shall mean : (i) solicit any states in which employee of the Company has a regulated-utility operation, which may change from time to time, but as or any of the effective date of this Agreement are PennsylvaniaCompany's Affiliates to terminate his employment, West Virginia and Kentucky; or (ii) solicit any states in which the Company ownscustomers, operates partners, resellers, vendors or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer suppliers of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person individual or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by than the Company or its successorsAffiliates. As used herein, assigns or affiliatesthe term "Business Activities" shall mean conduct of business as a middle market information technology service provider focused on network management and monitoring, or to violate the terms of their contracts with the CompanyLAN-WAN broadband, security, storage, and messaging.
Appears in 1 contract
Non-Competition and Non-Solicitation. While In order to protect the Employee is employed by the Company Company’s Proprietary Information and good will, during my employment and for a period of twelve (12) [ ] months after following the date of Employee’s termination of my employment with the Company for any reason Employee reason, I will not, not directly or indirectly, expressly whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or tacitlyotherwise, for himself engage, participate or on behalf of invest in any entity conducting business activity anywhere in the Restricted Territory “Geographic Scope” (as defined below): ) that (i) act as an officer, manager, advisor, executive, shareholder, manufactures wind turbine blades or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, wind turbines; (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the provides field or repair services for wind turbine blades or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilitieswind turbines; or (iii) manufactures composites structures or products for the transportation industry; provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company. For purposes of this Agreement, Geographic Scope shall mean anywhere in the world, provided however, in case that anywhere in the world shall be held invalid, overly broad, unreasonable, or unenforceable in any respect, the Geographic Scope shall be anywhere in the world where the Company conducts business provided however, in case that anywhere in the world where the Company conducts business shall be held invalid, overly broad, unreasonable, or unenforceable in any respect, the Geographic Scope shall be anywhere in the United States, provided however, in the event anywhere in the United States shall be held invalid, overly broad, unreasonable, or unenforceable in any respect, the Geographic Scope shall be anywhere in the United States where the Company conducts business, provided however, in the event anywhere in the United States where the Company conducts business shall be held invalid, overly broad, unreasonable, or unenforceable in any respect, the Geographic Scope shall be anywhere in any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas United States where I perform or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with have performed services for the Company. Employee agrees that In addition, during my employment and for a period of twelve (12) months following the termination of Employee’s my employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall I will not, directly or indirectly, solicit in any manner, other than for the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf benefit of the Company, and/or was provided confidential (a) call upon, solicit, divert or proprietary information about while employed by take away any of the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any customers, business or prospective customer customers of the Company who was identified or any of its suppliers, and/or (b) solicit, entice or attempt to persuade any other employee or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes consultant of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in leave the future. While Employee is employed by the Company and for a period services of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason. I acknowledge and agree that if I violate any of the provisions of this paragraph 8, Employee shall not (directly or indirectly) on his or her own behalf or on behalf the running of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement Restricted Period will be extended by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companytime during which I engage in such violation(s).
Appears in 1 contract
Non-Competition and Non-Solicitation. While (a) The Company shall not limit your rights to be employed by or engaged in any business or other activities except as specifically set forth herein. You acknowledge that during your employment with the Employee Company and HDS, you have had access to and acquired Confidential Information on a very wide range of issues and subject matter of concern to the Company and HDS (Section 9), and that it would be impossible for you to provide legal services or advice to a competitor on the great majority of subjects without creating a conflict of interest with respect to the Company and HDS as his former clients by using, relying on or disclosing this Confidential Information in violation of your ethical obligations referred to above. Subject to Section 10(c), you agree that given these circumstances it is reasonable that you will not, while employed by the Company or HDS (as applicable) or any of their respective affiliates, and (i) with respect to the Company, for a period of twelve one year following the Closing Date, and (12ii) months after the date of Employee’s with respect to HDS, for one year following your termination of employment with HDS and its affiliates (which shall include a termination of employment in the Company for event HDS does not offer you, or offer to continue your, employment), provide legal services or advice, either directly or indirectly, to any reason Employee will notcompany or entity engaged in any way in a business that materially competes (in any market or location), directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (A) as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant this provision relates to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by in the home improvement retail and professional supply industries with the Company within or any of its affiliates in the last two (2) years Unites States, Canada, Puerto Rico, Mexico, China or any other location in which they current conduct business or plan to conduct business prior to the end of Employee’s employment the applicable above-referenced one-year period or (B) as this provision relates to HDS, in the industrial wholesale construction industry with HDS or any of its affiliates in the CompanyUnited States, (ii) recruit investors on behalf of an entity Canada, Puerto Rico, Mexico, China or any other location in which engages in activities which are competitive with the services they currently conduct business or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years plan to conduct business prior to the end of Employee’s employment with the applicable above-referenced one-year period, in each case without the prior written consent of the Company and/or HDS (as applicable), which may be approved or denied in the Company’s and/or HDS’s (as applicable) discretion. Nothing in this subsection shall prohibit you from working for a law firm, consulting, firm, or any other entity that represents or advises a competitor (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(gas defined above) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliatesHDS so long as you personally provide no services to advice to such competitor, or to violate the terms of their contracts other persons working within that entity with the Companyrespect to such competition.
Appears in 1 contract
Samples: Hd Supply, Inc.
Non-Competition and Non-Solicitation. While (a) In further consideration of the Employee is employed by compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company he has become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that his services have been and shall be of special, unique and extraordinary value to the Company, and therefore, Executive agrees that, during the Term and for a period of twelve eighteen (1218) months after thereafter (the date of Employee“Noncompete Period”), he shall not, without the Company’s termination of employment with the Company for any reason Employee will notprior written consent, directly or indirectly, expressly own, manage, operate, join, control or tacitly, for himself or on behalf of any entity conducting business anywhere participate in the Restricted Territory ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, any business or organization in the United States, Canada or Mexico that sells or markets golf equipment, apparel, accessories or services directly to consumers, whether through retail or direct marketing channels, including, but not limited to catalogs and the internet (as defined below): a “Competitive Business”); provided, however, that nothing herein shall prohibit Executive from (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight being a passive owner of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1than 2% of the outstanding stock of any class of securities of any enterprise (but without otherwise participating a corporation which is publicly traded, so long as Executive has no active participation in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentuckysuch corporation; or (ii) any states becoming involved with a business or organization for which activities comprising a Competitive Business do not represent more than $10 million in which revenues or more than 10% of such business or organization’s total revenues. If, at the Company ownstime of enforcement of this Article 3, operates a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Article 3 are reasonable and that he has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which reviewed the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities provisions of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment this Agreement with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.legal counsel
Appears in 1 contract
Non-Competition and Non-Solicitation. While During the "Noncompete Period" as defined below, (i) Employee will not make any statements or perform any acts intended to advance the interest of any existing or prospective competitor of Company in any way that will injure the interests of the Company; and (ii) Employee will not directly or indirectly own or hold any "Proprietary Interest" in or be employed by or receive compensation from any party engaged in the same or any similar business within fifty (50) miles of any location of Company existing as of the Termination Date. Notwithstanding the foregoing restrictions, Employee may be employed by an owner or operator of hospitals which also owns and/or operates home health care businesses, but only so long as Employee is not primarily employed by to participate in the ownership and/or operation of such home health care business. During the Noncompete Period, (i) Employee will not solicit any client of Company and for a period or discuss with any client of twelve (12) months after Company or any employee of Company any information concerning the date operation of Employee’s termination of employment any business intended to compete with the Company for any reason Company; and (ii) Employee will not, directly or indirectly, expressly hire any Person now or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed hereafter employed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause encourage any other person or entity to solicit or induce, or attempt to solicit or induce, any such employee or consultant to leave the employ of or engagement by Company; provided, however, that once the Noncompete Period has ended, Employee may hire a past employee of Company but only so long as such past employee has not been so employed for at least six (6) months. For purposes of this Agreement, the "Noncompete Period" will mean the twelve (12) month period following the Termination Date; provided, however, that if the Company or its successorspays Employee additional severance pursuant to the fourth sentence of paragraph 1.2(a), assigns or affiliates, or the "Noncompete Period" will be extended to violate include the terms of their contracts with additional months during which the Company.Company pays such additional
Appears in 1 contract
Non-Competition and Non-Solicitation. While The Sellers and the Employee Management Shareholders hereby acknowledge, recognize and confirm that the nature of the Business is employed highly competitive, that the covenants herein contained in this Section are part of the bargained for consideration without which Purchaser would not consummate the Contemplated Transactions, that the covenants herein will not deprive any Seller or any Management Shareholder of a means by which they may earn a livelihood or otherwise cause undue hardship and that this Section is a reasonable and necessary means by which Purchaser must be able to protect its legitimate business interests and the Company goodwill and for a period the customer and supplier relationships of twelve (12) months after the date of Employee’s termination of employment Business to be acquired by it in connection with the Company for Contemplated Transactions. Accordingly, the Sellers and the Management Shareholders agree that neither any reason Employee Seller nor any Management Shareholder will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in indirectly during the Restricted Territory eight (as defined below): 8) year period following the Closing Date (the “Noncompetition Period”) (i) act engage in or prepare to engage in any Competing Business, whether such engagement is as an officer, director, proprietor, employee, partner, manager, member, investor (other than as a passive investor in less than five percent (5%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, executiveagent, shareholderrepresentative, independent contractor, creditor or consultant to any business otherwise anywhere in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed geographic areas encompassed by the Company, or were under investigation by present boundaries of the Company within current states and territories of the last two (2) years prior to United States and the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are additional territories listed on any national or regional securities exchange or have been registered under Section 12(g) of Schedule 4.10 (the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the “Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and KentuckyTerritory”); or (ii) assist others in engaging in or preparing to engage in any states Competing Business in which the Company owns, operates or has contractual rights to purchase natural gas-related assets manner described in clause (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilitiesi) of this Section 4.10; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business trade with: (i) , any customer that Employee approached, solicited customers or accepted business from on behalf prospective customers of any Seller in the Company, and/or was Restricted Territory with respect to the products sold or services provided confidential or proprietary information about while employed by such Seller during the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior year period immediately preceding the Closing Date; or (iv) induce, or otherwise solicit, any customers with whom any Seller has done business to the end terminate or otherwise curtail or impair their business relationship with Purchaser or Purchaser’s Affiliates; or (v) solicit or induce any individual who is an employee of Employee’s employment with the Company, and/or, which are the same as or similar Purchaser at that time to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on terminate his or her own behalf employment with Purchaser or offer employment to or hire or engage any such individual. Notwithstanding the foregoing, Section 4.10 shall be of no force and effect in the event any Seller or Shareholder purchases the Intellectual Property Assets pursuant to a sale in foreclosure resulting from a default on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the CompanyNote and Security Agreement.
Appears in 1 contract
Non-Competition and Non-Solicitation. While the Employee is employed by the Company and for For a period of five (5) years following the Closing Date, neither Sellers nor their affiliates, including Shareholders, shall (individually or as a consultant, shareholder, partner, venturer, director, officer, agent or otherwise) (a) engage in the business of operating an equipment leasing, equipment financing and/or equipment remarketing business or any related enterprise that is competitive with the products or services offered by the Business in any geographic area in which Buyer conducts its business, (b) solicit, call on or contact any past (within the past twelve (12) months after months) or present customers, vendors, lessees, suppliers or employees of Sellers with respect to the date of Employee’s termination of employment with Business. Sellers and Shareholders agree for a five (5) year period subsequent to the Company Closing Date: a) not to become employed or perform services for any reason Employee will not, directly a conflicting organization; or indirectly, expressly or tacitly, for himself or c) on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, themselves or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induceentity, hire, attempt to hire, or cause assist in hiring any other person who was an employee of Sellers or Buyer at any time during the five (5) year period. In addition, Sellers and Shareholders shall keep and maintain all confidential and proprietary information of Sellers, including without limitation, financial statements, customer and supplier lists, pricing information, sales and purchases margins and practices, methods of telephone solicitation and similar information regarding the business and affairs of Sellers, confidential and shall not disclose such information to any third person or entity to solicit or induceexploit such information personally except as required under law, or attempt if such information is in the public domain. In the event that Sellers or Shareholders breach the provisions of this Section 12(f), Buyer shall have the non-exclusive right and remedy to solicit have this section specifically enforced to the extent permitted by any court of competent jurisdiction, it being acknowledged and agreed that any breach or inducethreatened breach might cause immediate irreparable injury to Buyer and that monetary damages may not provide an adequate remedy at law. If any of the provisions of this Section 12(f) are construed to be invalid or unenforceable in any jurisdiction, any employee or consultant the remainder of this section shall not be affected, and the court making such a determination shall have the power to leave modify this Section 12(f) and substitute the employ of or engagement by the Company or its successorsmaximum duration, assigns or affiliatesscope, or to violate area permissible under the terms of their contracts with circumstances for the Companystated duration, scope, or area.
Appears in 1 contract
Samples: Asset Purchase Agreement
Non-Competition and Non-Solicitation. While (a) In further consideration of the Employee is employed by compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company he has become familiar with the Company’s trade secrets and with other Confidential Information concerning the Company and that his services have been and shall be of special, unique and extraordinary value to the Company, and therefore, Executive agrees that, during the Term and for a period of twelve eighteen (1218) months after thereafter (the date of Employee“Noncompete Period”), he shall not, without the Company’s termination of employment with the Company for any reason Employee will notprior written consent, directly or indirectly, expressly own, manage, operate, join, control or tacitly, for himself or on behalf of any entity conducting business anywhere participate in the Restricted Territory ownership, management, operation or control of, or be connected as a director, officer, employee, partner, consultant or otherwise with, any business or organization in the United States, Canada or Mexico that sells or markets golf equipment, apparel, accessories or services directly to consumers, whether through retail or direct marketing channels, including, but not limited to catalogs and the internet (as defined below): a “Competitive Business”); provided, however, that nothing herein shall prohibit Executive from (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight being a passive owner of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1than 2% of the outstanding stock of any class of securities of any enterprise (but without otherwise participating a corporation which is publicly traded, so long as Executive has no active participation in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentuckysuch corporation; or (ii) any states becoming involved with a business or organization for which activities comprising a Competitive Business do not represent more than $10 million in which revenues or more than 10% of such business or organization’s total revenues. If, at the Company ownstime of enforcement of this Article III, operates a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law. Executive acknowledges that the restrictions contained in this Article III are reasonable and that he has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which reviewed the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities provisions of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment this Agreement with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Company.legal counsel
Appears in 1 contract
Non-Competition and Non-Solicitation. While the Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant In order to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by protect the Company’s proprietary information and good will, or were under investigation by during the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of EmployeeExecutive’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of EmployeeExecutive’s employment for any reason (the “Restricted Period”), the Executive will not directly or indirectly, whether as owner, partner, shareholder, director, manager, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any Competing Business. For the avoidance of doubt, in the event the Executive is put on Garden Leave, the duration of the Garden Leave shall be included into the Restricted Period. For purposes hereof, the term “Competing Business” shall mean any entity engaged in the discovery, development or commercialization of CAS9 technology for human therapeutics. Notwithstanding the foregoing, nothing contained hereinabove or hereinbelow shall be deemed to prohibit the Executive from (i) acquiring, solely as an investment, shares of capital stock (or other interests) of any corporation (or other entity) not exceeding 2% of such corporation’s (or other entity’s) then outstanding shares of capital stock (or equity interest), or (ii) working for a line of business, division or unit of a larger entity that competes with the Company as long as the Executive’s activities for any reasonsuch line of business, including without limitation termination for cause division or without causeunit do not involve work by the Executive on matters that are directly competitive with the Company’s business. In addition, Employee shall during the Restricted Period, the Executive will not, directly or indirectly, solicit in any manner, other than for the business of, or do business with: benefit of the Company (i) any customer that Employee approached, solicited divert or accepted business from on behalf take away customers of the Company or any of its suppliers; and/or (ii) solicit, entice, attempt to persuade any other employee or consultant of the Company to leave the Company for any reason (other than the termination of subordinate employees undertaken in the course of my employment with the Company). The Executive Employment Agreement CRISPR Therapeutics AG 10 acknowledges and agrees that if the Executive violates any of the provisions of this Section 8(e), and/or was provided confidential or proprietary information about while employed (i) the running of the Restricted Period will be extended by the Company within time during which the one Executive engages in such violation(s), but in no event for a period exceeding three (13) year period preceding Employee’s separation from years following the Company; end of the Employment Period and (ii) any prospective customer of the Company who was identified to or Executive must provide compensation for the damage incurred by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes if any, resulting from the violation of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end provisions of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companythis Section 8(e).
Appears in 1 contract
Non-Competition and Non-Solicitation. While the Employee agrees that for as long as he is employed by SGS and, subject to the Company and next sentence, for a period of twelve (12) 12 months after the date of Employee’s termination of employment with this Agreement (the Company for any reason Employee will not, “12-Month Post-Termination Period”) he shall not directly or indirectly, expressly for his benefit or tacitlywith any person, for himself firm, or on behalf of any entity conducting business anywhere corporation whatsoever, other than SGS, own, manage, operate, control, provide consulting services to, be employed by or participate in the Restricted Territory (as defined below): ownership, management, operation, or control of, or be connected in any manner with, any business of the type and character engaged in and competitive with that conducted by SGS in the geographic and product market areas of SGS. Employee’s obligations under the preceding sentence will apply during the 12-Month Post-Termination Period only (i) act as an officer, manager, advisor, executive, shareholder, or consultant with respect to any business a non-legal function in which his duties at or for such business include oversight Employee would not be engaged in the practice of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, law and/or (ii) recruit investors on behalf if Employee ceases to be subject to Virginia’s Rules of an entity which engages Professional Conduct (or successor rules applicable to attorneys licensed in activities which are competitive with Virginia) and the services or products being provided or which are being produced or developed by the Companyattorney professional conduct rules of any other jurisdiction applicable to Employee. In addition, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become Employee agrees that for as long as he is employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, SGS and during the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but 12-Month Post-Termination Period he shall not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) interfere with the employment relationship between SGS (together with the corporate affiliates of SGS) and its other employees by soliciting any states of such individuals to participate in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentuckyindependent business ventures; or (ii) solicit, in connection with any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any business of the business activities described type and character engaged in subparagraphs and competitive with that conducted by SGS, any current or former customers of SGS (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Companyor its corporate affiliates). Employee agrees that, in consideration of the promises and mutual covenants contained herein, the territorial, time and scope limitations set forth in this Section 5 are reasonable and are required for the protection of SGS, and that for such limitations should be enforced by a period court notwithstanding the fact that such limitations might otherwise be deemed unreasonable. However, if any such territorial, time or scope limitation is nonetheless deemed to be unreasonable by a court of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without causecompetent jurisdiction, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior SGS agree to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf reduction of any other person such limitation to such area, period or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave scope as the employ of or engagement by court shall deem reasonable under the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companycircumstances.
Appears in 1 contract
Samples: Employment Agreement (Southern Graphic Systems, Inc.)
Non-Competition and Non-Solicitation. While (a) During the Employee is employed by applicable Non-Competition Period, no Company Member shall, except as an officer or employee of the Company and for a period of twelve (12) months after Buyer and/or the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): Surviving Corporation: (i) act as an officerdevelop, managermanufacture, advisor, executive, shareholder, market or consultant to sell any business in product which his duties at competes with any existing or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed proposed product manufactured by either the Company, the Buyer, the Surviving Corporation or were under investigation by any of the Company within subsidiaries of the last two Company, the Buyer or the Surviving Corporation (2collectively, the "Subsidiaries") years on or prior to the end of Employee’s employment with the CompanyClosing Date, or (ii) recruit investors on behalf of an entity which engages engage in activities which are any business competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of -26- the business of the Company. Restricted Territory shall mean (i) , the Buyer and/or the Surviving Corporation or any states of the Subsidiaries as conducted on the date hereof or on the Closing Date, in the United States or any other country in which the Company has a regulated-utility operationCompany, which may change from time to timethe Buyer, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; Surviving Corporation or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the Subsidiaries conducted its business activities described in subparagraphs (i) through (iii) above within during the last two (2) years prior to the end Closing Date. The parties hereto agree that the duration and geographic scope of Employee’s employment with the Companynon-competition provisions set forth in this Section 4.16(a) are reasonable. Employee agrees In the event that any court of competent jurisdiction determines that the duration or the geographic scope, or both, are unreasonable and that such provision is to that extent unenforceable, the parties hereto agree that the provision shall remain in full force and effect for the greatest time period and in the greatest area that would not render it unenforceable. The parties intend that this non-competition provision shall be deemed to be a period series of twelve (12) months following separate covenants, one for each and every county of each and every state of the termination United States of Employee’s employment with America and each and every political subdivision of each and every country outside the United States of America where this provision is intended to be effective. The Company Members agree that damages are an inadequate remedy for any reasonbreach of this provision and that the Buyer shall, including without limitation termination for cause whether or without causenot it is pursuing any potential remedies at law, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified be entitled to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered equitable relief in the future. While Employee is employed by the Company form of preliminary and for a period permanent injunctions without bond or other security upon any actual or threatened breach of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companythis non-competition provision.
Appears in 1 contract
Non-Competition and Non-Solicitation. While the Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant In order to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by protect the Company’s Proprietary Information and good will, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s during my employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s my employment for any reason (the “Restricted Period”), I will not directly or indirectly, whether as owner, partner, shareholder, director, consultant, agent, employee, co-venturer or otherwise, engage, participate or invest in any business activity anywhere in the “Geographic Scope” (as defined below) that (i) develops, manufactures or markets composite materials or related services in the wind energy, transportation and/or military vehicle markets, or (ii) develops, manufactures or markets any products, or performs any services, that are otherwise competitive with or similar to the products or services of the Company, or products or services that the Company has under development or that are the subject of active planning at any time during my employment; provided that this shall not prohibit any possible investment in publicly traded stock of a company representing less than one percent of the stock of such company. For purposes of this Agreement, Geographic Scope shall mean anywhere in the world, provided however, in case that anywhere in the world shall be held invalid, overly broad, unreasonable, or unenforceable in any respect, the Geographic Scope shall be anywhere in the world where the Company conducts business provided however, in case that anywhere in the world where the Company conducts business shall be held invalid, overly broad, unreasonable, or unenforceable in any respect, the Geographic Scope shall be anywhere in the United States, provided however, in the event anywhere in the United States shall be held invalid, overly broad, unreasonable, or unenforceable in any respect, the Geographic Scope shall be anywhere in the United States where the Company conducts business, provided however, in the event anywhere in the United States where the Company conducts business shall be held invalid, overly broad, unreasonable, or unenforceable in any respect, the Geographic Scope shall be anywhere in any state in the United States where I perform or have performed services for any reasonthe Company. In addition, including without limitation termination for cause or without causeduring the Restricted Period, Employee shall I will not, directly or indirectly, solicit in any manner, other than for the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf benefit of the Company, and/or was provided confidential (a) call upon, solicit, divert or proprietary information about while employed by take away any of the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any customers, business or prospective customer customers of the Company who was identified or any of its suppliers, and/or (b) solicit, entice or attempt to persuade any other employee or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes consultant of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in leave the future. While Employee is employed by the Company and for a period services of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason. I acknowledge and agree that if I violate any of the provisions of this paragraph 8, Employee shall not (directly or indirectly) on his or her own behalf or on behalf the running of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement Restricted Period will be extended by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companytime during which I engage in such violation(s).
Appears in 1 contract
Non-Competition and Non-Solicitation. While (a) In consideration of the Employee is employed by mutual covenants provided for herein to the Company Seller Parties, during the period beginning on the Closing Date and for a period of twelve ending eighteen (1218) months after following the date Closing Date (the "Noncompete Period"), the Seller Parties shall not, except on behalf of Employee’s termination the Greenbrook Companies or at the direction of employment with Greenbrook, and the Company for any reason Employee will Seller Parties shall cause their respective controlled Affiliates and beneficiaries to not, engage (whether as an owner, operator, manager, investor, employee, officer, director, consultant, advisor, representative, or otherwise), directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall notengages, directly or indirectly, solicit in the business provision of TMS Services in any state of the United States in which a Greenbrook Company or a Success Subject Company maintains, or is in the process of establishing, one or more locations for the provision of TMS Services as of the Effective Date; provided that the receipt of any Greenbrook Shares pursuant to the terms of this Agreement or otherwise, the ownership of less than 3% of the outstanding stock of any publicly traded entity, and the ownership by the Seller Principals or any of their controlled Affiliates of, any hospital that provides TMS Services shall not be deemed to be a breach of this Section 5.7(a). The parties hereto agree that the covenant set forth in this Section 5.7(a) is reasonable with respect to its duration, geographical area, and scope. If the final judgment of a court of competent jurisdiction declares that any term or do business with: (iprovision of this Section 5.7(a) any customer is invalid or unenforceable, the parties agree that Employee approachedthe court making the determination of invalidity or unenforceability shall have the power to reduce the scope, solicited duration, or accepted business from on behalf area of the Companyterm or provision, and/or was provided confidential to delete specific words or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliatesphrases, or to violate replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the terms intention of their contracts with the Companyinvalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Klein Benjamin)
Non-Competition and Non-Solicitation. While (a)The Executive agrees and acknowledges that the Employee Confidential Information that the Executive has already received and will receive is employed by valuable to the Company and for that its protection and maintenance constitutes a period legitimate business interest of twelve the Company, to be protected by the non-competition restrictions set forth herein. The Executive agrees and acknowledges that the non-competition restrictions set forth herein are reasonable and necessary and do not impose undue hardship or burdens on the Executive. The Executive also acknowledges that the products and services developed or provided by the Company, its affiliates and/or its clients or customers are or are intended to be sold, provided, licensed and/or distributed to customers and clients primarily in and throughout the United States (12the “Territory”) months after (to the date extent the Company comes to operate, either directly or through the engagement of Employee’s a distributor or joint or co-venturer, or sell a significant amount of its products and services to customers located, in areas other than the United States during the term of the Employment Period, the definition of Territory shall be automatically expanded to cover such other areas), and that the Territory, scope of prohibited competition, and time duration set forth in the non-competition restrictions set forth below are reasonable and necessary to maintain the value of the Confidential Information of, and to protect the goodwill and other legitimate business interests of, the Company, its affiliates and/or its clients or customers. The provisions of this Section 13 shall survive the termination of the Executive’s employment with hereunder. (b)The Executive hereby agrees and covenants that he shall not, during the Company for Employment Period and any reason Employee will notSeparation Period, without the prior written consent of the Company, directly or indirectly, expressly in any capacity whatsoever, including, without limitation, as an employee, employer, consultant, principal, partner, shareholder, officer, director or tacitly, for himself any other individual or on behalf of any entity conducting business anywhere in the Restricted Territory representative capacity (as defined below): other than (i) act as a holder of less than two (2%) percent of the outstanding securities of a Company whose shares are traded on any national securities exchange or (ii) as a limited partner, passive minority interest holder in a venture capital fund, private equity fund or similar investment entity which holds or may hold an officer, manager, advisor, executive, shareholder, equity or consultant to any business debt position in which his duties at or for such business include oversight of or actual involvement in providing services which portfolio companies that are competitive with the services Company; provided, however, that the Executive shall be precluded from serving as an operating partner, general partner, manager or products being provided or which are being produced or developed by the Companygoverning board designee with respect to such portfolio companies), or were under investigation by whether on the Company within the last two (2) years prior to the end of EmployeeExecutive’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any 9 other person or entity or otherwise howsoever, during the Employment Period and the Separation Period and thereafter to the extent described below, within the Territory: (1)Engage, own, manage, operate, control, be employed by, consult for, participate in, or be connected in any manner with the ownership, management, operation or control of any business in competition with the business of the Company; (2)Recruit, solicit or induce, or cause any other person or entity to solicit or inducehire, or attempt to recruit, solicit or inducehire, any employee employee, or consultant independent contractor of the Company to leave the employ employment (or independent contractor relationship) thereof, whether or not any such employee or independent contractor is party to an employment agreement, for the purpose of competing with the business of the Company; (3)Attempt in any manner to solicit or engagement accept from any customer of the Company, with whom Executive had significant contact during Executive’s employment by the Company (whether under this Agreement or its successorsotherwise), assigns business of the kind or affiliates, competitive with the business done by the Company with such customer or to violate persuade or attempt to persuade any such customer to cease to do business or to reduce the terms amount of their contracts business which such customer has customarily done or might do with the Company, or if any such customer elects to move its business to a person other than the Company, provide any services of the kind or competitive with the business of the Company for such customer, or have any discussions regarding any such service with such customer, on behalf of such other person; or (4)Interfere with any relationship, contractual or otherwise, between the Company and any other party, including, without limitation, any supplier, distributor, co-venturer or joint venturer of the Company, for the purpose of soliciting such other party to discontinue or reduce its business with the Company. With respect to the activities described in Paragraphs (1), (2), (3) and (4) above, the restrictions of this Section 13(b) shall continue during the Employment Period and until one (1) year following the termination of this Agreement or of the Executive’s employment with the Company (including upon expiration of this Agreement), whichever occurs later, unless this Agreement or Executive’s employment was terminated by Executive for Good Reason or by Company without Cause. 14.
Appears in 1 contract
Samples: Executive Employment Agreement
Non-Competition and Non-Solicitation. While Each of the Employee is employed by the Company and Sellers agrees --------------- --- ---------------- that for a period from the Closing Date until the fifth anniversary of twelve the Closing Date, such Seller and such Seller's Affiliates shall not, without the prior written consent of the Buyer, (12a) months after engage anywhere in the date of Employee’s termination of employment with the Company for any reason Employee will notUnited States, directly or indirectly, expressly alone or tacitly, for himself or on behalf as a shareholder (other than as a holder of less than 3% of the capital stock of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officerpublicly traded corporation), member, partner, manager, advisorofficer, executivedirector, shareholderemployee or consultant, or consultant to in any business that is engaged or becomes engaged in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean Companies as existing on the Closing Date, (ib) divert or attempt to divert to any states in which the Company has a regulated-utility operation, which may change from time to time, but as competitor of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; Companies or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities Affiliate of any kind; such competitor, any customer or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business ofclient, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer or client, of the Company who was identified to Companies, or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1c) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induceencourage, or attempt to solicit or induceencourage, any employee or consultant of the Companies to leave its employ for employment by or with either Seller or such Seller's Affiliates, or any competitor of the employ Companies or any of any such competitor's Affiliates. If at any time the provisions of this Section 10.2 shall be determined to be invalid or engagement unenforceable, by reason of being vague or unreasonable as to area, duration or scope of activity, this Section 10.2 shall be considered divisible and shall become and be immediately amended to only such area, duration and scope of activity as shall be determined to be reasonable and enforceable by the Company court or its successorsother body having jurisdiction over the matter; and the Sellers agree that this Section 10.2 as so amended shall be valid and binding as though any invalid or unenforceable provisions had not been included therein. Notwithstanding anything to the contrary set forth in this Section 10.2, assigns or affiliatesin the event that any Earn-Out Payment due and owing to either Seller is not paid when due in accordance with Section 3 hereof, or and continues unpaid after written notice thereof has been furnished from such Seller to violate the terms Buyer and a fifteen (15) day period to remedy same has expired, then the non-competition covenants set forth in this Section 10.2 shall terminate as to such Seller as of their contracts with the Companyend of such fifteen (15) day period.
Appears in 1 contract
Non-Competition and Non-Solicitation. While (a) Subject to the Employee is employed by applicable Laws, during the Company Restraint Period, each Shareholder (including Series A Holders on an as-exercised basis with respect to the A Round Warrants that have been paid in RMB, but excluding Media Global) and for a period its Affiliates (which, with respect to Daojia, shall include Xx. Xxxxxxx Xxxx and his Affiliates but exclude other shareholders of twelve (12Daojia) months after the date of Employee’s termination of employment with the Company for any reason Employee will may not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole either alone or in part, the duties Employee has performed for the Company which are competitive association with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two others: (2A) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to provide any services, products directly or businesses under investigation by acting through others, to any Company Restricted Person (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise) within the Restraint Area, (B) canvas, solicit or entice away from the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean its Subsidiaries (i) any states in which person who is employed or engaged by the Company has a regulated-utility operation, which may change from or its Subsidiaries at any time to time, but as of during the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; Restraint Period or (ii) the business or patronage of any states in which of the clients, customers, members or accounts, or prospective clients, customers, members or accounts, of the Company ownsand/or any of its Subsidiaries that is or were contacted, operates solicited or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated served by the Company as a possible jurisdiction in which to conduct and/or any of its Subsidiaries in connection with the business activities described in subparagraphs Shareholders’ relationship during the term of this Agreement. Each Shareholder (i) through (iii) above within the last two (2) years prior including Series A Holders on an as-exercised basis with respect to the end of Employee’s employment with the Company. Employee agrees A Round Warrants that for a period of twelve (12have been paid in RMB, but excluding Media Global) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall may not, directly or indirectly, solicit either alone or in association with others, acquire any securities or otherwise invest in any Company Restricted Persons. Each Shareholder (including Series A Holders on an as-exercised basis with respect to the business ofA Round Warrants that have been paid in RMB, but excluding Media Global) agrees to promptly disclose any conflicts of interest that may arise with respect to its participation in the parties’ relationship. Without limiting any other remedy at law or in equity to which the Company is or may be entitled, if any Series A Holder (including Series A Holders on an as-exercised basis with respect to the A Round Warrants that have been paid in RMB), Series B Holder, or do business with: Series C Holder or its respective Affiliate does not comply with this Section 3.01, such Preferred Holder and its Affiliates shall automatically cease to be entitled to the right to appoint a director and to appoint a Board observer under Section 2.02, inspection rights under Section 4.02 and information rights under Section 4.01 (iin each case, if applicable), other than the right to receive audited and certified consolidated financial statements and a management report for the Group Companies for each fiscal year as stated under Section 4.01(a) any customer that Employee approached, solicited or accepted business from on behalf within ninety (90) days after the end of each fiscal year of the Company. The Parties hereto agree that, and/or was provided confidential with respect to Sequoia and Momo, the aforementioned adverse consequences shall be the exclusive remedy by any other Party against Sequoia or proprietary information about while employed by the Company within the one Momo (1as applicable) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company its Affiliates for any reason, Employee shall not non-compliance by Sequoia or Momo (directly or indirectlyas applicable) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or and its successors, assigns or affiliates, or to violate the terms of their contracts with the CompanyAffiliates under Section 3.01.
Appears in 1 contract
Samples: Shareholders Agreement (Daojia LTD)
Non-Competition and Non-Solicitation. While Executive recognizes that his duties hereunder will entail the Employee receipt of trade secrets and confidential information, which have been developed at substantial cost to CTS and its affiliates and which constitute CTS' valuable and unique property. Accordingly, Executive agrees that it is employed by reasonable and necessary for the Company protection of CTS' business interests that Executive not compete with CTS during his term of employment and for a reasonable period thereafter. For a period of twelve (12) months after two years following the date of Employee’s termination of employment Executive's service with CTS, Executive shall not, within the Company geographic areas Executive directly or indirectly oversaw or obtained trade secret or confidential information about while at CTS, including those areas in which CTS' customers are serviced by CTS, (i) perform the same or similar duties Executive performed for CTS; or(ii) on Executive's own behalf or on the behalf of any reason Employee will notperson, firm or company, directly or indirectly, expressly attempt to influence, persuade or tacitlyinduce, for himself or on behalf assist any other person in so persuading or inducing, any person, firm or company to cease doing business with, reduce its business with, or decline to commence a business relationship with, CTS. Executive further agrees not to disclose any trade secrets or confidential information Executive was exposed to while at CTS to any competitor. This provision shall not be deemed to restrict Executive's passive investment in any business or preclude Executive from serving as a director of any entity conducting business anywhere which is not in competition with CTS or where such competition is not substantial and Executive obtains the Restricted Territory (as defined below): (i) act as an officerapproval of the Board of Directors, managerwhich approval may not be unreasonably withheld. For purposes of this Section 6, advisorCTS shall include any and all direct and indirect subsidiaries, executiveparents, shareholder, affiliated or consultant to related companies of CTS. Executive agrees that he shall refrain from soliciting or hiring any business in which his duties at present or future employee of CTS for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Companyanother company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges and further agrees that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory obligation shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that survive termination for a period of twelve five (125) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the Companyyears.
Appears in 1 contract
Samples: Employment Agreement (CTS Corp)
Non-Competition and Non-Solicitation. While The Employee agrees that during the Employee is employed by the Company Employment and for a period of twelve (12) months one year after the date of Employee’s termination of employment with the Company for any reason Employee Employment (the “Restricted Period”) he will notnot directly, directly or indirectly, expressly once, occasionally or tacitlyprofessionally, for himself under his name or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officerunder a third party name, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of third parties hold a Material Interest in a business or venture which (A) is or is about to compete with the Company or an Affiliate within the scope of research, development and commercialization of drugs to treat (i) psychiatric disorders, sleep disorders or Pxxxxxxxx’x disease or (ii) any other person indication for which the Company is clinically developing or commercializing a drug at the time of termination of the Employee’s employment (the “Restricted Business”), or (B) is likely to result in the intentional or unintentional disclosure or use of Confidential Information by the Employee in order for him to properly discharge his duties to or further his interest in that business or venture. It is recognized that the Restricted Business is expected to be conducted throughout the world and that more narrow geographical limitations of any nature on this non-competition and non-solicitation covenant are therefore not appropriate. These restrictions shall not prevent the Employee from (a) accepting employment with a recognized pharmaceutical company that is not primarily engaged in a Restricted Business, provided that the services of the Employee for any such entity do not primarily relate to any Restricted Business in which such entity may be engaged and/or (b) holding five percent (5%) of the securities of any publicly traded entity. During the Restricted Period, the Employee agrees not to, directly or indirectly, whether for the Employee’s own account or for the account of any other individual or entity in competition with the Restricted Business, (i) solicit for hire or induceengagement, hire, or cause engage any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement individual who is employed by the Company or its successorsAffiliates on the date of any attempted solicitation in a senior managerial, assigns sales, marketing, technical or affiliatessupervisory capacity or was so employed during the 12 months period prior thereto with whom you dealt during that period or (ii) otherwise induce or attempt to induce any individual who is employed by Company or its Affiliates in a senior managerial, sales, marketing, technical or supervisory capacity to violate terminate such employment. The Restricted Period shall be reduced by the terms amount of their contracts with time during which, if at all, the CompanyCompany places the Employee on Garden Leave.
Appears in 1 contract
Non-Competition and Non-Solicitation. While (a) In consideration of the Employee is employed by mutual covenants provided for herein to the Company Seller Parties, during the period beginning on the Closing Date and for a period of twelve ending eighteen (1218) months after following the date Closing Date (the “Noncompete Period”), the Seller Parties shall not, except on behalf of Employee’s termination the Greenbrook Companies or at the direction of employment with Greenbrook, and the Company for any reason Employee will Seller Parties shall cause their respective controlled Affiliates and beneficiaries to not, engage (whether as an owner, operator, manager, investor, employee, officer, director, consultant, advisor, representative, or otherwise), directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall notengages, directly or indirectly, solicit in the business provision of TMS Services in any state of the United States in which a Greenbrook Company or a Success Subject Company maintains, or is in the process of establishing, one or more locations for the provision of TMS Services as of the Effective Date; provided that the receipt of any Greenbrook Shares pursuant to the terms of this Agreement or otherwise, the ownership of less than 3% of the outstanding stock of any publicly traded entity, and the ownership by the Seller Principals or any of their controlled Affiliates of, any hospital that provides TMS Services shall not be deemed to be a breach of this Section 5.7(a). The parties hereto agree that the covenant set forth in this Section 5.7(a) is reasonable with respect to its duration, geographical area, and scope. If the final judgment of a court of competent jurisdiction declares that any term or do business with: (iprovision of this Section 5.7(a) any customer is invalid or unenforceable, the parties agree that Employee approachedthe court making the determination of invalidity or unenforceability shall have the power to reduce the scope, solicited duration, or accepted business from on behalf area of the Companyterm or provision, and/or was provided confidential to delete specific words or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliatesphrases, or to violate replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the terms intention of their contracts with the Companyinvalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Greenbrook TMS Inc.)
Non-Competition and Non-Solicitation. While In consideration of the Employee is employed compensation and benefits granted to the Executive by the Company and subject to applicable laws, the Executive hereby agrees and undertakes that during the term of the Employment and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company, or (iii) become employed by such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company. Restricted Territory shall mean (i) any states in which the Company has a regulated-utility operation, which may change from time to time, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve twelfth (12) months following the termination of Employee’s employment with the Company Employment for any whatever reason, including without limitation termination for cause he will not directly or without causeindirectly as owner, Employee shall notpartner, joint venture, shareholder, employee, broker, agent principal, corporate officer, director, licensor, or in any other capacity whatsoever, engage in, become financially interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services or products which compete, directly or indirectly, solicit with the business of, services or do business with: (i) any customer that Employee approached, solicited products provided or accepted business from on behalf of the Company, and/or was proposed to be provided confidential or proprietary information about while employed by the Company within or its subsidiaries or affiliates; provided, however, that the Executive may own securities of any public corporation which is engaged in such business but in an amount not to exceed at any one (1) year period preceding Employee’s separation from time, one percent of any class of stock or securities of such company, so long as the Company; Executive has no active role in the publicly owned company as director, employee, consultant, or otherwise. The Executive further agrees and (ii) any prospective customer undertakes that, during the term of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company Employment and for a period of twelve twelfth (12) months after following the date of Employee’s termination of the Employment for whatever reason, the Executive shall not directly or indirectly solicit for employment with any individual who was an employee of the Company during the tenure of the Executive. The geographic limitation for this Section 16 is limited to People’s Republic of China. The provisions contained in this Section 16 are considered reasonable by the Executive and the Company. In the event that any such provisions should be found to be void under applicable laws but would be valid if some part thereof was deleted or the period or area of application reduced, such provisions shall apply with such modification as may be necessary to make them valid and effective. This Section 16 shall survive the termination of this Agreement for any reason. In the event the Executive breaches this Section 16, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or inducethe Executive acknowledges that there will be no adequate remedy at law, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by and the Company or its successorsshall be entitled to injunctive relief and/or a decree for specific performance, assigns or affiliatesand such other relief as may be proper (including monetary damages if appropriate). In any event, or the Company shall have right to violate the terms of their contracts with the Companyseek all remedies permissible under applicable law.
Appears in 1 contract
Samples: Employment Agreement (Building DreamStar Technology Inc.)
Non-Competition and Non-Solicitation. While During the Employee is employed by the Company Executive's employment hereunder and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason Employee will not, directly or indirectly, expressly or tacitly, for himself or on behalf of any entity conducting business anywhere in the Restricted Territory (as defined below): of: (i) act as an officer, manager, advisor, executive, shareholder, or consultant to any business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior to thereafter upon the end Executive's termination of Employee’s employment with the Companyby giving notice of non-renewal as set forth in Section 1 hereto, (ii) recruit investors on behalf of an entity which engages in activities which are competitive with the services or products being provided or which are being produced or developed by one (1) year thereafter upon the Company's termination of the Executive's employment by giving notice of non-renewal as set forth in Section 1 hereto, or were under investigation by the Company within the last (iii) two (2) years thereafter upon the Executive's termination of employment for any reason other than those set forth in (i) and (ii), without the prior to the end written consent of Employee’s employment with the Company, the Executive shall not engage (whether as an employee, consultant, director or (iiiindependent contractor) become employed by such an entity in any capacity which would require Employee to carry outBusiness Activities on behalf of any person, firm or corporation, and the Executive shall not acquire any financial interest (except for equity interests in publicly-held companies that will not be significant and that, in whole or in partany event, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two will not exceed five percent (2) years prior to the end of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase or otherwise acquire up to (but not more than) 1% of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g5%) of the Securities Exchange Act equity of 1934. This covenant shall apply to that company) in any services, products or businesses under investigation by the Company entity which engages in Business Activities within the last two (2) years prior to the end 200 miles of Employee’s employment with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for Company's offices in operation on the Commencement Date and within 100 miles of any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light office of the business Company established after the Commencement Date. During the period that the above noncompetition restriction applies, the Executive shall not, without the written consent of the Company. Restricted Territory shall mean : (i) solicit any states in which employee of the Company has a regulated-utility operation, which may change from time to time, but as or any of the effective date of this Agreement are PennsylvaniaCompany's Affiliates to terminate his employment, West Virginia and Kentucky; or (ii) solicit any states in which the Company ownscustomers, operates partners, resellers, vendors or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilities, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer suppliers of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person individual or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by than the Company or its successorsAffiliates. As used herein, assigns or affiliatesthe term "Business Activities" shall mean conduct of business as a computer and communications technology management and/or consulting business providing information technology networking and data center services, or to violate the terms of their contracts with the Company.including secure access, voice over internet protocol (“VOIP”), storage, security, messaging solutions, network and mainframe connectivity consulting, remote network monitoring and management, network and system diagnostics, product maintenance and support, training, and product procurement solutions
Appears in 1 contract
Non-Competition and Non-Solicitation. While the Employee is employed by a. Executive understands and recognizes that his services to the Company are special and unique and that in the course of performing such services Executive will have access to and knowledge of Confidential and Proprietary Information (as defined in Section 10 below) and Executive agrees that, during the Employment Term and for a period of six (6) months (or twelve (12) months after the date of Employee’s termination of if Executive's employment with is terminated by the Company for Cause or by Executive without Good Reason) thereafter, he shall not in any reason Employee will notmanner, directly or indirectly, expressly or tacitly, for himself or on behalf of himself or any natural person, firm, partnership, joint venture, corporation, limited liability company or other business entity conducting ("Person"), enter into or engage in any business anywhere in that is directly or indirectly competitive with the Restricted Territory Company’s Business (as defined below): (i) act ), either as an officerindividual for his own account, manageror as a partner, advisorjoint venturer, owner, executive, shareholderemployee, independent contractor, principal, agent, consultant, salesperson, officer, director, member or consultant to any shareholder of a Person in a business in which his duties at or for such business include oversight of or actual involvement in providing services which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under investigation by the Company within the last two (2) years prior geographic area of the Company's Business, which is deemed by the parties hereto to the end be worldwide; provided, however, that if a Person's business has multiple lines or segments, some of Employee’s employment which are not competitive with the Company's Business, (ii) recruit investors on behalf nothing herein shall prevent Executive from being employed by, working for or assisting that line or segment of an entity which engages in activities which are such Person's business that is not competitive with the services or products being provided or which are being produced or developed by Company's Business. Executive acknowledges that, due to the unique nature of the Company's Business, the loss of any of its clients or were under investigation by business flow or the improper use of its Confidential and Proprietary Information could create significant instability and cause substantial damage to the Company within and its affiliates and, therefore, the last two (2) years prior Company has a strong legitimate business interest in protecting the continuity of its business interests and the restriction herein agreed to the end of Employee’s employment with the Company, or (iii) become employed by Executive narrowly and fairly serves such an entity in any capacity which would require Employee to carry out, in whole or in part, the duties Employee has performed for the Company which are competitive with the services or products being provided or which are being produced or developed by the Company, or were under active investigation by the Company within the last two (2) years prior to the end important and critical business interest of Employee’s employment with the Company. Notwithstanding the foregoing, the Employee may purchase nothing contained in this Section 9(a) shall be deemed to prohibit Executive from acquiring or otherwise acquire up to (but not more than) 1% of any class of holding, solely for investment purposes, publicly traded securities of any enterprise (but without otherwise participating in corporation or other entity, some or all of the activities of such enterprise) if such securities which are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934. This covenant shall apply to any services, products or businesses under investigation by the Company within the last two (2) years prior to the end of Employee’s employment competitive with the Company only to the extent that the Employee acquired or was privy to confidential information regarding such services, products or businesses. Employee acknowledges that this restriction will prevent the Employee from acting in any of the foregoing capacities for any competing entity operating or conducting business within the Restricted Territory and that this scope is reasonable in light of the business of the Company so long as such securities do not, in the aggregate, constitute more than three percent (3%) of any class or series of outstanding securities of such corporation or other entity. For purposes of this Agreement, "Company. Restricted Territory 's Business" shall mean (i) any states in which be the Company has a regulated-utility operationdevelopment of novel therapeutics for the treatment of cancer, which may change from time shall be specifically limited to timethe investigation, but as of the effective date of this Agreement are Pennsylvania, West Virginia and Kentucky; or (ii) any states in which the Company owns, operates or has contractual rights to purchase natural gas-related assets (other than commodity trading rights), including but not limited to, storage facilities, interstate pipelines, intrastate pipelines, intrastate distribution facilities, liquefied natural gas facilities, propane-air facilities or other peaking facilitiesdevelopment, and/or processing or fractionation facilities; or (iii) any state in which the Company owns proved, testing of compounds developed and/or undeveloped natural gas and/or oil reserves and/or conducts natural gas or oil exploration and production activities of any kind; or (iv) any state investigated by the Company as a possible jurisdiction in which to conduct any during the tenure of the business activities described in subparagraphs (i) through (iii) above within the last two (2) years prior to the end of Employee’s employment with the Company. Employee agrees that for a period of twelve (12) months following the termination of Employee’s employment with the Company for any reason, including without limitation termination for cause or without cause, Employee shall not, directly or indirectly, solicit the business of, or do business with: (i) any customer that Employee approached, solicited or accepted business from on behalf of the Company, and/or was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company; and (ii) any prospective customer of the Company who was identified to or by the Employee and/or who Employee was provided confidential or proprietary information about while employed by the Company within the one (1) year period preceding Employee’s separation from the Company, for purposes of marketing, selling and/or attempting to market or sell products and services which are the same as or similar to any product or service the Company offers within the last two (2) years prior to the end of Employee’s employment with the Company, and/or, which are the same as or similar to any product or service the Company has in process over the last two (2) years prior to the end of Employee’s employment with the Company to be offered in the future. While Employee is employed by the Company and for a period of twelve (12) months after the date of Employee’s termination of employment with the Company for any reason, Employee shall not (directly or indirectly) on his or her own behalf or on behalf of any other person or entity solicit or induce, or cause any other person or entity to solicit or induce, or attempt to solicit or induce, any employee or consultant to leave the employ of or engagement by the Company or its successors, assigns or affiliates, or to violate the terms of their contracts with the CompanyExecutive’s.
Appears in 1 contract
