Non-Competition; Non Sample Clauses

Non-Competition; Non. Solicitation (i) During the period of Executive’s actual employment with the Company during the Term (the “Employment Period”) and for a period of 24 months thereafter (the “Restricted Period”), the Executive will not enter into any employment, consulting or any other service relationship with or have any material economic interest in (subject to customary carve-outs for public holdings) any entity or business which (A) substantially competes with the Company in the business of acquisition, development, repositioning, management or sale of commercial real estate or multi-family residential rental real estate, (B) invests in unrated and non-investment grade rated commercial mortgage backed securities with respect to real estate or (C) acts as a special servicer for loans directly or indirectly secured by real estate. (ii) During the Employment Period and during the Restricted Period, the Executive shall not directly or indirectly (x) solicit to employ or retain any Person who was employed or retained by the Company or any Subsidiary or Affiliate within 12 months of such solicitation or (y) employ or retain any such Person for any purpose prohibited by (i) above. (iii) At no time during or after the Employment Period, shall the Executive disclose any of the Company’s or any Subsidiary or Affiliate’s trade secrets or confidential or proprietary information not known or available to the public (“Confidential Information”). The foregoing confidentiality obligations shall not apply to disclosure made in connection with the good faith performance of the Executive’s duties, information disclosed to Executive by a third party who is under no legal or contractual obligation or restriction not to disclose same and information which Executive is required by law to disclose.

Non-Competition; Non. Solicitation, Inventions, and Non-Disclosure Obligations. The Executive hereby reaffirms all of his obligations under the Noncompetition Agreement previously executed by him dated December 8, 2008 (the “Non-Compete Agreement”), which remains in full force and effect. The Executive further reaffirms all of his obligations under the Nondisclosure and Assignment of Inventions Agreement previously executed by him dated December 8, 2008 (the “NDA”), which also remains in full force and effect; provided, however, that the Executive hereby agrees that the NDA shall be deemed amended to include the following as Section 12 thereof:

Non-Competition; Non. SOLICITATION, CONFIDENTIALITY, OWNERSHIP OF WORKS, RETURN OF MATERIALS AND OTHER BUSINESS.

Non-Competition; Non. INDUCEMENT (a) In consideration of the benefits to Sellers hereunder and in order to induce Purchaser to enter into this Agreement, each Seller (other than 3i and Optionholders) hereby covenants and agrees with Purchaser (for its own benefit and for the benefit of the Companies) that he or it, as the case may be, will not and will cause his Affiliates not to, directly or indirectly, (i) for the period of five years immediately following the Closing Date, as a proprietor, partner, stockholder (other than as a passive investor holding less than one percent of any class of equity securities of a corporation with publicly traded securities), director, officer, employee, joint venturor, investor, lender or in any other capacity, own, engage in, conduct, manage, operate or control, or participate in, be associated with or be connected in any manner whatsoever in the ownership, management, operation or control of, any business which, directly or indirectly, competes in the Prohibited Area with any business that any Company conducts or is planning to conduct on the Closing Date or engages in the Prohibited Area in the production and supply of industrial or commercial metal detection; (ii) for the period of five years immediately following the Closing Date solicit, encourage, entice or induce any person who is an Employee of one of the Companies at any time on or after the date hereof to terminate his or her relationship with any of such Companies or employ or engage or recommend the employment or engagement of such person as an employee of such Seller or as an employee or officer of any subsequent employer of such Seller; (iii) for the period of five years immediately following the Closing Date solicit the custom in the Prohibited Area of any person who at any time during the period of three years ending on the Closing Date was a customer or client of the Companies; (iv) at any time after the Closing Date seek to cause to be terminated or adversely affected or otherwise interfere with any agreement or arrangement of any kind to which any of the Companies is party; or (v) at any time after the Closing Date use any trade name, trademark or trading style which may suggest a connection with any of the Companies or which is similar to any trade name, trademark or trading style now or at any time within the period of two years ending on the Closing Date used by any of the Companies or permit the name of any of Sellers to be used in such a manner. For the avoidance of do...

Non-Competition; Non. SOLICITATION, AND CONFIDENTIALITY

Non-Competition; Non. Solicitation) shall not prohibit or restrict any Seller or its Covered Affiliates from making general advertisements or other general solicitations of employment not specifically directed at the officers, employees or consultants of the Company or Company Subsidiary or hiring any Person in response thereto.

Non-Competition; Non. SOLICITATION AND CONFIDENTIALITY - --------------------------------------------------------

Non-Competition; Non. Solicitation and ------------------------------------- Confidentiality. ---------------

Non-Competition; Non. Solicitation and Non-Disclosure Agreements. The Company will obtain a duly executed Non-Competition, Non-Solicitation and Non-Disclosure Agreement (which will endure for a minimum of one year post-employment) substantially in the form previously approved by the Board of Directors from each Key Employee.

Non-Competition; Non. SOLICITATION AND CONFIDENTIALITY ----------------------------------------------------- AGREEMENT. As a condition to his employment, on or before the Effective Date the --------- Executive agrees to execute and deliver a Non-Competition, Non-Solicitation and Confidentiality Agreement substantially in the form attached hereto as Exhibit B.