Non-Competition; Non-Solicitation; No Hire. Executive acknowledges that the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment: (a) Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, manager, security holder, consultant or otherwise) that engages in any business which competes with any part of any Material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Material” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term. (b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity. (c) Executive acknowledges and agrees that (i) the Company’s Business competes on a global basis, (ii) Executive’s duties and responsibilities, access to Confidential Information, and/or access to client and/or customer relationships are not limited by or to any specific geographic location, (iii) the global nature of the non-compete and non-solicitation restrictions contained in this Section 5 and time limitations applicable thereto are reasonable and necessary to protect the Company’s legitimate business interests and Confidential Information, and (iv) the non-compete and non-solicitation restrictions contained in this Section 5 are sufficiently tailored and do not prevent Executive from working in the vitamins, minerals, and health supplements industry. In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Parent’s direct and indirect subsidiaries and affiliates, (ii) the term “Business” shall mean the business of the Company and shall include, without limitation, the manufacturing, marketing and/or retailing of vitamins, minerals and health supplements throughout the world as such business may be expanded or altered by the Company during the Term, provided, that the term “Business” shall not include any business of the Company materially entered into after Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of Termination.
Appears in 2 contracts
Sources: Employment Agreement (Bountiful Co), Employment Agreement (Bountiful Co)
Non-Competition; Non-Solicitation; No Hire. Executive acknowledges that the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive Seller hereby agrees that Seller shall not, at any time during and shall cause its Subsidiaries not to, for a period of two years after the Restriction PeriodClosing Date, directly or indirectly engage in, have any equity interest in control or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, manager, security holder, consultant or otherwise) that engages in any business which competes with any part of any Material portion of the Business (as defined below) of whether utilizing the CompanySprint Platform or any other platform). Nothing herein shall prohibit Executive Seller and its Subsidiaries from (i) being a passive owner of not more than 25% of the outstanding equity interest in stock of any class of an entity that which is publicly traded, so long as Executive such Person has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Material” for purposes of this paragraph will be measured only at the time of Executive’s Date of Terminationcorporation, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) engaging in any business activities (other than the Business) that were conducted by Seller and its Subsidiaries immediately prior to enter into any other business, such other business shall also be considered the Closing Date or the one year period preceding the Closing Date in the determination so long as 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 Company has taken any substantial steps in furtherance gross revenues of such business during 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 Termprimary 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) Executive Seller hereby agrees that Seller shall not, at any time during and shall cause its Subsidiaries not to, for a period of one year after the Restriction PeriodClosing Date, except in the good faith performance of his duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer or supplier of the Company (i) solicit any Affected Employee to terminate its employment or arrangement with leave the Company, employ of the Companies or (ii) hire any Affected Employee. Notwithstanding anything in this Agreement to otherwise change its relationship with the Company. Executive shall notcontrary, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated deemed breached by and shall not prevent Seller and its Subsidiaries from, (A) undertaking general advertising solicitations of employment not specifically targeted at any of the prohibited group 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 providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entityCompanies.
(c) Executive acknowledges and agrees that The foregoing clauses (ia) the Company’s Business competes on a global basis, (ii) Executive’s duties and responsibilities, access to Confidential Information, and/or access to client and/or customer relationships are not limited by or to any specific geographic location, (iii) the global nature of the non-compete and non-solicitation restrictions contained in this Section 5 and time limitations applicable thereto are reasonable and necessary to protect the Company’s legitimate business interests and Confidential Information, and (ivb) the non-compete shall terminate and non-solicitation restrictions contained in this Section 5 are sufficiently tailored and do not prevent Executive from working in the vitamins, minerals, and health supplements industry. In the event the terms be of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time no further force or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5effect, (i) the term “Company” shall include the Parent, the Company and the Parent’s direct and indirect subsidiaries and affiliates, 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) the term with respect to Seller and its Subsidiaries if Seller is involved in a Business Combination. “BusinessBusiness Combination” shall mean the business means any transaction or series of transactions (A) pursuant to which any Person or group of Persons acquires beneficial ownership of 50% or more of the Company outstanding voting power of Seller or 50% or all or substantially all of the assets of Seller and shall includeits Subsidiaries on a consolidated basis or (B) in the form of a merger, without limitationreorganization, combination or other structure, as a result of which, the manufacturing, marketing and/or retailing stockholders of vitamins, minerals and health supplements throughout the world as Seller immediately prior to such business may be expanded or altered by the Company during the Term, provided, that the term “Business” shall not include any business transaction beneficially own less than 50% of the Company materially entered into after Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of surviving or resulting Person from such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of Terminationtransaction.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Aci Worldwide, Inc.), Stock Purchase Agreement (Western Union CO)
Non-Competition; Non-Solicitation; No Hire. Executive acknowledges that the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, manager, security holder, consultant or otherwise) any person, firm, corporation, partnership or business (“Competitor”) that engages in any business which competes with any part of any Material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Material” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term. Competitors include but are not limited to the companies set forth in Schedule I hereto and the respective affiliates of such companies.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his or her duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six (6) months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) Executive acknowledges and agrees that (i) the Company’s Business competes on a global basisglobally, (ii) Executive’s duties and responsibilities, access to Confidential Information, and/or access to client and/or customer relationships are not limited by or to any specific geographic location, (iii) the global nature of the non-compete and non-solicitation restrictions contained in this Section 5 and time limitations applicable thereto are reasonable and necessary to protect the Company’s legitimate business interests and Confidential Information, and (iv) the non-compete and non-solicitation restrictions contained in this Section 5 are sufficiently tailored and do not prevent Executive from working in the vitamins, minerals, and health supplements electric-powered two-▇▇▇▇▇▇▇ industry. In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Parent’s its direct and indirect subsidiaries and affiliatessubsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include, without limitation, (x) the manufacturingdevelopment, marketing production and/or retailing sale of vitaminselectric-powered two-wheelers and related hardware, minerals including but not limited to battery packs that are used to power electric-powered two-wheelers, (y) the offering of battery swapping subscription service to users of electric-powered two-wheelers and health supplements throughout (z) the world development, provision or production of energy storage devices and equipment, in each case globally, as such business may be expanded or altered by the Company during the Term, provided, that the term “Business” shall not include any business of the Company materially entered into after Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve twenty four (1224) months following the Date of Termination.
Appears in 1 contract
Sources: Employment Agreement (Gogoro Inc.)
Non-Competition; Non-Solicitation; No Hire. Executive acknowledges that the Company will provide Executive with access to its Confidential Information (as defined below). In consideration for the rights provided to Executive as set forth in this Agreement and the Company’s provision of Confidential Information to Executive, the Company and Executive agree to the following provisions against unfair competition, which Executive acknowledges represent a fair balance of the Company’s rights to protect its business and Executive’s right to pursue employment:
(a) Executive shall not, at any time during the Restriction Period, directly or indirectly engage in, have any equity interest in or manage or operate any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, manager, security holder, consultant or otherwise) any person, firm, corporation, partnership or business (“Competitor”) that engages in any business which competes with any part of any Material portion of the Business (as defined below) of the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding equity interest in any entity that is publicly traded, so long as Executive has no active participation in the business of such entity. The parties acknowledge that retail outlet companies shall not be deemed competitive with the Company unless their primary business is selling products competitive with those of the Company. “Material” for purposes of this paragraph will be measured only at the time of Executive’s Date of Termination, provided that, if it is intended at such time for the Company to (i) acquire another entity, such target entity shall also be considered in the determination, or (ii) to enter into any other business, such other business shall also be considered in the determination so long as the Company has taken any substantial steps in furtherance of such business during the Term. Competitors include but are not limited to the companies set forth in Schedule I hereto and the respective affiliates of such companies.
(b) Executive shall not, at any time during the Restriction Period, except in the good faith performance of his or her duties with the Company, directly or indirectly, recruit or otherwise solicit or induce any employee, customer or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company. Executive shall not, at any time during the Restriction Period, directly or indirectly, either for Executive or for any other person or entity, (x) solicit any employee of the Company to terminate his or her employment with the Company, (y) employ any such individual during his or her employment with the Company and for a period of six (6) months after such individual terminates his or her employment with the Company or (z) solicit any vendor or business affiliate of the Company to cease to do business with the Company. The foregoing shall not be violated by general advertising not specifically targeted at the prohibited group or by providing upon request of an employee or a former employee a reference to any entity with which Executive is not affiliated so long as Executive is not initially identifying the individual to said entity.
(c) Executive acknowledges and agrees that (i) the Company’s Business competes on a global basisglobally, (ii) Executive’s duties and responsibilities, access to Confidential Information, and/or access to client and/or customer relationships are not limited by or to any specific geographic location, (iii) the global nature of the non-compete and non-solicitation restrictions contained in this Section 5 and time limitations applicable thereto are reasonable and necessary to protect the Company’s legitimate business interests and Confidential Information, and (iv) the non-compete and non-solicitation restrictions contained in this Section 5 are sufficiently tailored and do not prevent Executive from working in the vitamins, minerals, and health supplements electric-powered two-▇▇▇▇▇▇▇ industry. In the event the terms of this Section 5 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(d) As used in this Section 5, (i) the term “Company” shall include the Parent, the Company and the Parent’s its direct and indirect subsidiaries and affiliatessubsidiaries, (ii) the term “Business” shall mean the business of the Company and shall include, without limitation, (x) the manufacturingdevelopment, marketing production and/or retailing sale of vitaminselectric-powered two-wheelers and related hardware, minerals including but not limited to battery packs that are used to power electric-powered two-wheelers, (y) the offering of battery swapping subscription service to users of electric-powered two-wheelers and health supplements throughout (z) the world development, provision or production of energy storage devices and equipment, in each case globally, as such business may be expanded or altered by the Company during the Term, provided, that the term “Business” shall not include any business of the Company materially entered into after Executive’s termination of employment so long as the Company has not taken any substantial steps in furtherance of such business during the Term; and (iii) the term “Restriction Period” shall mean the period beginning on the Start Date and ending on the date that is twelve (12) months following the Date of Termination.during
Appears in 1 contract
Sources: Employment Agreement (Gogoro Inc.)