Non-Competition, Etc. (a) Executive covenants and agrees that during the Term plus one (1) year after termination or expiration hereof, he will not, either directly or indirectly (as agent, employee, advisor (whether or not paid), director, officer, stockholder, partner or individual proprietor, or as an investor who has made an advance, loan or contribution to capital), compete in the geographic area of North America with the Company or with any subsidiary affiliated company or division of the Company in the Company's business of providing services that allow companies to manage, through the internet, business processes generally characterized by multiple collaborating parties, volumes of information, repeated cycles of revision or review of documents or information and a need for high levels of security, or any other commercially viable product developed during Executive's employment with the Company.
Non-Competition, Etc a. Employee covenants and agrees that during the Original Term or any extension thereof plus for the period of time he receives Severance Benefits due to an Involuntary Termination, Employee (i) shall not engage, anywhere within the geographical areas in which the Company is then conducting its business operations, directly or indirectly, alone, in association with or as a shareholder, principal, agent, partner, officer, director, employee or consultant of any other organization, in any business (a "Competitive Business") which directly competes with any business then being conducted by the Company and in which Employee was directly involved; provided, that the foregoing shall not prohibit the Employee from owning a maximum of two percent (2%) of the common stock of any publicly traded corporation; (ii) shall not solicit to leave the employ of the Company or hire any officer, employee or consultant of the Company; (iii) shall not solicit, divert or to take away, the business or patronage of any of the customers or accounts of the Company, which were contacted, solicited or served by the Employee at any time during the Employee's employment; and (iv) shall not acquire, or assist any other party in acquiring, any shares of the Company, or otherwise seek, or assist any other party in seeking to gain control of the Company.
Non-Competition, Etc. During the Consulting Period and for a period of two years after the termination of the Consulting Period, the Consultant shall not, directly or indirectly:
Non-Competition, Etc. You agree to execute and be bound by the Company's standard "Employee Agreement" concerning inventions, confidentiality and non-competition. A copy of this Employee Agreement is attached hereto.
Non-Competition, Etc. In order to induce the Purchaser to consummate the transactions contemplated by the SPA, which the Executive anticipates will materially enhance the value of International’s common stock, of which the Executive is the largest beneficial owner through his beneficial ownership of shares in ComCam, the Executive agrees that, during the term of his employment with International and as long as he remains an affiliate of International, the Executive shall not, directly or indirectly (whether as principal, shareholder, officer, director, employee, consultant, partner, agent or otherwise), (a) engage in any business or activity competitive with the business of International or its controlled affiliates, or commit any act or omission that would, directly or indirectly, result in a breach of any agreement under the SPA; (b) beneficially own (within the meaning of the 0000 Xxx) any equity or other interest in any business or enterprise engaged in a business competitive with the business of International or its controlled affiliates; or (c) offer employment to or employ or engage any person employed with or engaged by International or its controlled affiliates during the Executive’s employment with International. Notwithstanding the foregoing, nothing in this section 8 shall prohibit the Executive from holding or acquiring securities of any publicly owned company, as long as such holding or investment constitutes, in the aggregate, less than 5% of the total issued and outstanding securities of any class or series of securities of that company, provided that the Executive has no active role in that company.
Non-Competition, Etc. (a) The Executive hereby agrees that he for a period of five (5) years from the date of Separation from Service will not directly or indirectly:
Non-Competition, Etc. For a period of five years after the Closing Date (which period shall automatically be extended by a period of time equal to any period in which Seller and/or any of its Affiliates is in breach of any obligations under this Section 8.3; including any such extension, the "Restricted Period"), neither Seller nor any of its Affiliates shall engage, directly or indirectly, anywhere in the world (Seller hereby acknowledging that the Company and the Subsidiaries currently are doing business throughout the world) as a proprietor, equityholder, investor (except as a passive investor holding not more than 1% of the outstanding capital stock of a publicly held company), lender, partner, director, officer, employee, consultant, or representative, or in any other capacity, in the development, manufacture, marketing, or sale of ballasts for discharge lamps (the "Restricted Business"). Notwithstanding the foregoing, in the event Seller acquires or purchases during the Restricted Period, directly or indirectly, any corporation, assets, business or division or affiliate thereof, partnership, sole proprietorship, or any other legal entity, engaged in a range of businesses that includes a Restricted Business (provided that the Seller shall not directly or indirectly acquire during the Restricted Period any business that derives 50% or more of its aggregate annual sales from the Restricted Business), the Buyer is hereby given an exclusive option to acquire the Restricted Business on an "Allocated Basis" at any time within 180 days following Buyer's receipt of notice of such acquisition or purchase. The Allocated Basis assigned to the Restricted Business shall be determined by multiplying that fraction consisting of the Restricted Business' sales as the numerator and total sales of the acquired company as the denominator times the total purchase price (including assumed debt) paid by Seller. In the event Buyer elects not to acquire the Restricted Business, Seller shall, within twenty-four (24) months following receipt of written notice of such election, either discontinue or sell the Restricted Business. Seller shall have the right to operate the Restricted Business during such period without restriction under this Section 8.3(b) or Section 8.3(d). Seller shall give Buyer prompt notice of any business so acquired, together with such information as may reasonably be required to permit Buyer to determine whether to exercise its option to acquire the Restricted Business.
Non-Competition, Etc. (a) As an inducement for Purchaser to enter into the Asset Purchase Agreement and the Employment Agreement and for Purchaser to fulfill its obligations under both agreements, for the consideration recited herein and for additional consideration, the receipt and sufficiency of which are hereby acknowledged, Xxxxx agrees that for a period commencing on the Closing Date and ending on the day immediately preceding the five (5) year anniversary of the Closing Date (the “Restriction Period”):
Non-Competition, Etc. (a) Employee hereby agrees that he for a --------------------- period of 5 years from the date of Retirement will not directly or indirectly:
Non-Competition, Etc. Buy-sell agreements can provide for covenants by individuals selling their interests not to compete or interfere with a company’s business, solicit the company’s customers or employees or divulge confidential or proprietary information for a specified period after their interests have been acquired.
