Non-Competition; Non-Solicitation; No Hire. (a) Employee agrees that, effective as of the Effective Date and for a period that includes the term of this Agreement and twelve (12) months thereafter (such applicable period being referred to herein as the "Non-Compete Period"), Employee shall not, without the prior written consent of Employer, directly or indirectly, anywhere in the world, engage, invest, own any interest, or participate in, consult with, render services to, or be employed by any business, person, firm or entity that is in competition with the "Business" (as defined in Section 10(d)) of Employer or any of its subsidiaries or affiliates, except for the account of Employer and its subsidiaries and affiliates; provided, however, that during the Non-Compete Period Employee may acquire, solely as a passive investment, not more than five percent (5%) of the outstanding shares or other units of any security of any entity subject to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended. Employee acknowledges that a remedy at law for any breach or attempted breach of this covenant not to compete will be inadequate and further agrees that any breach of this covenant not to compete will result in irreparable harm to Employer, and, accordingly, Employer shall, in addition to any other remedy that may be available to it, be entitled to specific performance and temporary and permanent injunctive and other equitable relief (without proof of actual damage or inadequacy of legal remedy) in case of any such breach or attempted breach. Employee acknowledges that this covenant not to compete is being provided as an inducement to Employer to enter into this Agreement and that this covenant not to compete contains reasonable limitations as to time, geographical area and scope of activity to be restrained that do not impose a greater restraint than is necessary to protect the goodwill or other business interest of Employer. Whenever possible, each provision of this covenant not to compete shall be interpreted in such a manner as to be effective and valid under applicable law but if any provision of this covenant not to compete shall be prohibited by or invalid under applicable law, such provision of this covenant not to compete shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this covenant not to compete. If any provision of this cov...
Non-Competition; Non-Solicitation; No Hire. (a) For a period of twenty-four (24) months following the Closing Date (the “Non-Compete Period”), each Parent Entity shall not, without the prior written consent of the Acquiror engage in the business of writing new primary private mortgage insurance in the United States and Hong Kong (the “Restricted Activity”).
(b) Notwithstanding the restrictions set forth in Section 5.18(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a), nothing in Section 5.18(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement):
(i) acquiring and holding securities issued by the Acquiror or its Affiliates;
(ii) brokerage and securities trading activities;
(iii) proprietary and third party fund and asset management activities;
(iv) financial services and insurance activities other than the Restricted Activity;
(v) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements;
(vi) (A) the insurance subsidiaries of the Parent engaging in ordinary course investing activities and (B) the Parent Entities otherwise acquiring, holding investments or owning, directly or indirectly, any voting stock, Capital Stock or other equity interest (including convertible securities) which are actively traded on a national securities exchange of any Person engaged in the Restricted Activity which ownership interest represents at all times not more than ten (10) percent of the aggregate voting power or outstanding Capital Stock or other equity interests of such Person; provided, that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes;
(vii) merging, consolidating or otherwise engaging in a business combination with, or selling all or substantially all of its assets or businesses to, any Person (excluding any Affiliate of such Parent Entity) engaged in the Restricted Activity and continuing to engage in such existing Restricted Activity (provided, that members of such Parent Entity’s board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board o...
Non-Competition; Non-Solicitation; No Hire. (a) Seller hereby agrees that Seller shall not, and shall cause its Subsidiaries not to, for a period of two years after the Closing Date, engage in, control or manage any business that engages in the Business (whether utilizing the Sprint Platform or any other platform). Nothing herein shall prohibit Seller and its Subsidiaries from (i) being a passive owner of not more than 5% of the outstanding stock of any class of an entity which is publicly traded, so long as such Person has no active participation in the business of such corporation, (ii) engaging in any business activities (other than the Business) that were conducted by Seller and its Subsidiaries immediately prior to the Closing Date or the one year period preceding the Closing Date in the ordinary course and in accordance with its past practices, (iii) acquiring an ownership interest in any Person; provided, however, that if 10% or more of the gross revenues of such Person are attributable to a Business, Seller shall, or shall cause its Subsidiaries to, divest such Business within 12 months of such acquisition or (iv) providing any Seller Service the primary purpose of which is for the collection of payments by a United States customer from outside of the United States, but which may include the incidental or occasional collection and transmission of US dollar payments within the United States for such customer.
(b) Seller hereby agrees that Seller shall not, and shall cause its Subsidiaries not to, for a period of one year after the Closing Date, (i) solicit any Affected Employee to leave the employ of the Companies or (ii) hire any Affected Employee. Notwithstanding anything in this Agreement to the contrary, the foregoing shall not be deemed breached by and shall not prevent Seller and its Subsidiaries from, (A) undertaking general solicitations of employment not specifically targeted at any of the foregoing employees or (B) soliciting or hiring any of the foregoing employees from and after the date that is six months following the termination of employment of any such employee by the Companies.
(c) The foregoing clauses (a) and (b) shall terminate and be of no further force or effect, (i) with respect to any business or Subsidiary of Seller that is disposed of to a Person or Persons who are not controlled by Seller or (ii) with respect to Seller and its Subsidiaries if Seller is involved in a Business Combination. “Business Combination” means any transaction or series of transactions (A) pur...
Non-Competition; Non-Solicitation; No Hire. (a) The Executive shall not, at any time during the Term or during the two-year period following the Date of Termination (the “Restricted Period”):
(i) Directly or indirectly engage in, have any equity interest in, or manage or operate (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) any of the entities (which term “entity” shall for purposes of this Section 6 include any subsidiaries, parent entities or other Affiliates thereof (measured on the date of the Executive’s commencement of activities for such entities), or any successor thereto with regard to all or substantially all of the entity’s assets) set forth in a letter delivered to the Executive within thirty (30) days of the date of the Original Agreement (August 22, 2006) (each, a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (15) percent threshold described below (but as applied to the Group); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (15) percent of its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a Competitive Entity; provided, further, that (x) at the time of any such acquisition, the Company shall examine the entire list of Competitive Entities and, in good ...
Non-Competition; Non-Solicitation; No Hire. Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company Group and accordingly agrees as follows:
Non-Competition; Non-Solicitation; No Hire. The Sellers agree that none of the Sellers nor any of their subsidiaries shall (i) for a period of three years after the Closing Date engage in, control or manage any business that develops, commercializes, manufactures, markets, distributes or sells products currently in development by or commercialized, manufactured, marketed, distributed or sold by, the Business as of the Closing Date (including any business that conducts activities competitive with the Business) (the “Restricted Business”); provided, however, that the restrictions contained in this Section 5.13(a)(i) shall not restrict the acquisition by the Sellers or any of their affiliates, directly or indirectly, of less than 5% of the outstanding capital stock of any publicly traded company engaged in the Restricted Business or in the provision of services of a type competitive with those provided in the Restricted Business, (ii) for a period of three years after the Closing Date solicit the performance of services by any current employee of the Companies, other than pursuant to a general solicitation made to the general public or (iii) for a period of one year after the Closing Date, employ or receive or accept the performance of services by any current employee of the Companies.
Non-Competition; Non-Solicitation; No Hire. (a) During the Non-Compete Period, the Stockholder, shall not, and shall cause its Affiliates not to, directly or indirectly, own, manage, control, participate in, consult with, render services for, or in any manner engage in or represent any business within any Restricted Territory that competes with the business of the DBA Entities, or any products or services of such business, as such business is conducted during the Non-Compete Period.
(b) During the Non-Compete Period, the Stockholder shall not, directly or indirectly, either individually, or as a principal, partner, broker, sales representative, agent, employee, employer, consultant, shareholder, joint venturer, or investor, or as a director or officer of any corporation or association, or in any other manner or capacity whatsoever (i) engage in, assist, represent in any way, or have any active interest in, any Competing Business, (ii) other than for the account of the DBA Entities prior to the Exit Date, solicit, or attempt to solicit, any business from any customer to whom any product, process, good or service has been provided, sold or offered or promoted for sale by the DBA Entities during the Non-Compete Period, (iii) induce, or attempt to induce, any customer, salesperson, distributor, supplier, vendor, manufacturer, representative, agent, jobber, licensee or other Person transacting business with any DBA Entity to reduce or cease doing business with any DBA Entity or in any way to interfere with the relationship between any such customer, salesperson, distributor, supplier, vendor, manufacturer, representative, agent, licensee or business relation, on the one hand, and any DBA Entity, on the other hand, (iv) induce, cause, or attempt to induce or cause, any officer, director or employee of any DBA Entity to resign as an officer or director of such DBA Entity, or leave the employ of such DBA Entity, or in any way materially interfere with the relationship between any DBA Entity, on the one hand, and any officer, director or employee of any DBA Entity, on the other hand, or (v) hire or attempt to hire (whether as an employee, consultant, agent, independent contractor or otherwise), or induce to leave the employ of any DBA Entity, any person employed by any DBA Entity at any time during the Non-Compete Period.
(c) The Corporation, in its sole discretion, may elect to renew (each, a “Renewal Election”) the provisions of Sections 9(a) and 9(b) for the term of any 12-month period (each such period, ...
Non-Competition; Non-Solicitation; No Hire. During the period commencing on the date hereof and ending twenty four (24) months after the termination of the Executive’s employment, the Executive will not, and will not permit any person or entity with which the Executive is associated to, without first obtaining the written permission of the Board, directly or indirectly:
(a) hold any economic interest in any Competitive Enterprise (other than a passive equity interest of up to 3% in a publicly traded company with a market capitalization of $500 million or more);
(b) associate (including as a director, manager, officer, employee, partner, member, consultant, agent or advisor) with a Competitive Enterprise;
(c) solicit, except in the normal course of business on behalf of the Company, any of the Company’s customers, clients, employees, non-employee insurance agents, brokers or producers (or individuals who were employees, non-employee insurance agents, brokers or producers within six months of the Executive’s solicitation) to, as applicable, limit or cease their business relationships with, or leave their employment or limit their services to, the Company, or attempt to solicit customers, clients, employees, or such agents, brokers or producers of the Company, either for the Executive or for any other person or entity; or
(d) hire any person who is, or at any time within the twelve (12) month period prior to the termination of the Executive’s employment was, an employee, independent contractor or consultant of the Company or its affiliates (other than on behalf of the Company or its affiliates).
Non-Competition; Non-Solicitation; No Hire. (a) Other than with respect to the rights and obligations of Seller and its Affiliates set forth in the Strategic Reseller Agreement, for a period of seven (7) years from the date of the Closing, neither Seller, Seller Parent nor any of their respective Affiliates shall, either directly or indirectly as an equityholder, investor, partner, consultant or otherwise, develop, market or provide anywhere in the United States of America (or in any of its territories) the Services or make preparation to engage, within the United States of America (or any of its territories), in any business that would be directly or indirectly competitive with the Business as presently conducted, and as currently contemplated to be conducted, after the Closing.
(b) To the extent lawfully permissible, Seller and Seller Parent each agrees that, during the period beginning on the Closing Date and ending on the day that is one year after the Closing Date, it shall not, and shall not permit any of its respective Affiliates to, without the mutual written agreement of the parties, directly or indirectly, solicit for the purpose of offering employment to or hiring (whether as an employee, consultant, agent, independent contractor or otherwise) (other than through the means of a general, non-targeted advertisement) or hire, any then-current Business Employee of Buyer; provided, however, that Seller and Seller Parent and their respective Affiliates may hire any then-current Business Employee of Buyer if such Business Employee seeks employment with Seller or Seller Parent or any of their respective Affiliates without solicitation and such Business Employee has experienced, without his or her consent, (i) a diminution in his or her base salary of greater than 10%; or (ii) a permanent change in the geographic location of greater than twenty-five (25) miles, at which he or she must perform his or her duties, except for reasonably required travel by Buyer.
Non-Competition; Non-Solicitation; No Hire. Seller is familiar with trade secrets and other confidential information concerning the Specified Business, including (i) inventions, technology and research and development related to the Specified Business, (ii) partners, customers, programmers, sales representatives, marketing representatives, service providers, landlords, vendors, and suppliers as well as any lists of the foregoing related to the Specified Business, (iii) products (including products under development) and services related to the Specified Business and related costs and pricing structures and techniques, (iv) accounting and business methods and practices related to the Specified Business, and (v) similar and related confidential information and trade secrets related to the Specified Business. Seller acknowledges and agrees that Purchaser would be irreparably damaged if Seller were to directly or indirectly provide services to any Person competing with the Specified Business or engaging in a similar business and that such competition by Seller would result in a significant loss of goodwill by Purchaser. Seller hereby agrees that for the five (5) year period from and after the Closing Date (the “Restricted Period”), Seller shall not, directly or indirectly, through a controlled Affiliate or otherwise, either for its own benefit or for the benefit of any other Person without the prior written consent of Purchaser (which consent may not be unreasonably withheld, conditioned or delayed), compete with the Specified Business in any manner or capacity (e.g., through any form of ownership, lending relationship, or as an advisor, principal, agent, partner, officer, director, employee, employer, consultant, or otherwise), in each case, anywhere in the world. Seller shall not compete with the Specified Business’ work and/or be associated, whether for remuneration or not for remuneration, or whether in any manner as an organization that competes with the Specified Business or in a manner that would reasonably be expected to give rise to the exposure of the confidential information of the Specified Business.
