Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows: (i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) and for a period equal to twelve months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business. (ii) During the Restricted Period, Executive will not directly or indirectly: (A) engage in the Business for a Competitor; (B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business; (C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors. (iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any class of securities of such Person. (iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly: (A) solicit or encourage any employee who is a director or is more senior than a director of the Restricted Group to leave the employment of the Restricted Group; or (B) hire any such employee who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group within six months prior to the termination of Executive’s employment with the Company or any of its Subsidiaries. (v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group. (vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization. (vii) For purposes of this Agreement:
Appears in 3 contracts
Samples: Management Unit Subscription Agreement (Nevada Property 1 LLC), Management Unit Subscription Agreement (Nevada Property 1 LLC), Management Unit Subscription Agreement (Nevada Property 1 LLC)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges In order to protect the Business of Employer and recognizes any of its Affiliates, during the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as followsRestricted Period:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) and for a period equal to twelve months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason (the “Restricted Period”), Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% within the States of California, Texas, Minnesota, Florida, Colorado, and North Carolina or more the parishes in Louisiana set forth on Exhibit A, engage in, provide consulting services to, be employed by, lend money to or have any interest in (whether as a proprietor, partner, director, officer, employee, stockholder, lender or financer) any corporation, general or limited partnership, association, limited liability company, sole proprietorship, trust or other entity or organization, other than any member of the Company Group, which is engaged in a business that directly or indirectly competes with the Business of the Company Group; and
(ii) Employee will not, directly or indirectly (i) employ, or permit any company or business directly or indirectly controlled by Employee to employ, any Person who is employed by any member of the Company Group; (ii) interfere with or attempt to disrupt the relationship, contractual or otherwise, between any member of the Company Group and any of their respective employees; (iii) solicit or in any manner seek to induce any employee of any class member of securities the Company Group to terminate his, her or its employment or engagement with the Company Group; or (iv) solicit any customers or customer prospects of Employer or any of its Affiliates unless such Personsolicitation is not related to the Business.
(iviii) Employee will not use Confidential Information to induce, attempt to induce or knowingly encourage any Customer of the Company Group to divert any business or income from the Company Group, or to stop or alter the manner in which they are then doing business with the Company Group.
(b) Notwithstanding Section 12(a), the Employee shall not be precluded from purchasing or owning stock in a publicly-held corporation if the Employee’s holdings are less than 1% of the outstanding capital stock of such corporation.
(c) During the Restricted PeriodEmployment Period and thereafter, Executive will the Employee shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage , make any employee who is a director or is more senior than a director disparaging public statement concerning any member of the Restricted Company Group to leave the employment of the Restricted Group; or
(B) hire any such employee who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or any of its Subsidiaries ortheir respective Affiliates, unless Executive’s employment with which would include the Company and its Subsidiaries is terminated by the Company or any posting of its Subsidiaries without Cause, who left the employment of the Restricted Group within six months prior to the termination of Executive’s employment with the Company or any of its Subsidiaries.
(v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Groupor statement on social media.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes of this Agreement:
Appears in 3 contracts
Samples: Employment Agreement (Primoris Services Corp), Employment Agreement (Primoris Services Corp), Employment Agreement (Primoris Services Corp)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) Affiliates and for a period equal to twelve of 12 months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting business in direct competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectlyindirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees :
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in, or in and otherwise become actively involved within the Business with any Person as, a Competitor, directly or indirectly, as an individual, general partner, shareholder, officer, director, principal, member, manager, agent, trustee or consultantlender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person Controlling Person of, or a member of a group which controlsControls, such person Person and (B) does not, directly or indirectly, own 52% or more of any class of securities of such Person.
(iv) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee who is a director or is more senior than a director of the Restricted Group to leave the employment of the Restricted Group; or;
(B) hire any such executive-level employee who was employed by the Restricted Group as of the date of Executive’s termination Date of employment with the Company Termination or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group coincident with, or within six months one year prior to or after, the termination of Executive’s employment with the Company or any Date of its Subsidiaries.Termination; or
(vC) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(viiv) For purposes of this AgreementAppendix B:
Appears in 3 contracts
Samples: Executive Employment Agreement (Bowman Consulting Group Ltd.), Executive Employment Agreement (Bowman Consulting Group Ltd.), Executive Employment Agreement (Bowman Consulting Group Ltd.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) and for a period equal to twelve months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
(ii) During the Restricted PeriodPeriod (as defined below), Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitorshall not, directly or indirectly, alone or with others, for himself or for another Person (as defined below) (except on behalf of any Company Group member), conduct any activity in which Executive contributes his knowledge relating to the Business (as defined below), perform services or provide assistance, directly or indirectly, in whole or in part, as an individualemployee, employer, owner, operator, manager, advisor, consultant, agent, partner, shareholderdirector, stockholder, officer, directorvolunteer, principalintern or any other similar capacity, agentfor or on behalf of any Person that operates or is engaged in, trustee anywhere any Company Group member conducts business or consultant; or
(D) interfere with, contemplates conducting business as of the termination or attempt to interfere with, business relationships (whether formed before, on or after the date expiration of this Agreement) between the members Agreement (including, without limitation, any state where a Company Group member offers or markets or contemplates offering or marketing its products or services), any aspect of the Restricted Business that is not incidental or immaterial to such Person’s business or any business that competes with the Business as conducted or contemplated to be conducted by any Company Group and any member as of their clientsthe Termination Date. Notwithstanding the foregoing, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary nothing in this Appendix C, Section 9(a) shall limit Executive mayfrom owning, directly or indirectly ownindirectly, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly entity traded on a any national or regional stock securities exchange or on the over-the-counter market if neither Executive (A) nor any of his Affiliates is not a controlling person Person of, or a member of a group which controls, such person entity and (B) does notneither Executive nor any of his Affiliates collectively owns, directly or indirectly, own five percent (5% %) or more of any class of securities of such Personentity.
(ivb) During the Restricted Period, Executive will shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
, alone or with others, for himself or for another Person (Aexcept on behalf of any Company Group member): (i) solicit cause, induce, influence, encourage, solicit, attempt to solicit, recruit, hire or encourage engage any employee Person who is a director during the Term or is more senior than a director of was, during the Restricted Group to leave the employment of the Restricted Group; or
twelve (B12) hire any such employee who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group within six months prior to the termination or expiration of Executive’s employment with the this Agreement, an employee, a consultant, or an independent contractor of any Company Group member to terminate, modify or reduce in any of respect its Subsidiaries.
(v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction relationship with any PersonCompany Group member; or (ii) cause, directly and intentionally induce, influence, encourage or solicit any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafteractual or prospective client, Executive agrees not to makecustomer, supplier, vendor, consultant, independent contractor, or cause other Person having an actual or prospective business relationship with any other person Company Group member during the twenty-four (24) months prior to make, any communication that is intended to criticize the termination or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach expiration of this Section 1(a)(vi) if made Agreement to terminate, modify or reduce in the Executive’s good faith performance of his duties hereunderany respect any such actual or prospective relationship. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes of this provision, a “prospective” person or relationship, as the case may be, is a person to whom or a relationship with respect to which the Company has had discussions or written communications regarding doing business during such twenty-four (24) month period; provided, that this Section 9(b) shall not apply to any Restricted Provider who (i) responds to a general employment solicitation or advertisement (including through, but not limited to, the use of employment agencies or search firms, internal or external websites or job search engines), (ii) was terminated by the applicable Company Group member prior to the commencement of any solicitation by or employment discussions with Executive or such other Person or (iii) initiates discussions regarding such employment without any direct or indirect solicitation by Executive or such other Person.
(c) During the period commencing on the Effective Date and continuing until the date that is twenty-four (24) months after the termination or expiration of this Agreement:, Executive shall not make, publish or communicate to any Person or in any public forum any comments or statements (whether written or oral) that denigrate or disparage the reputation or stature of any Company Group member, any of their respective Representatives or any of their respective existing and prospective customers, clients, suppliers, vendors or other associated third parties. During the same twenty (24) month period, neither the Company nor any Company Group member shall make, publish or communicate to any Person or in any public forum any comments or statements (whether written or oral) that denigrate or disparage the reputation or stature of Executive.
(d) Executive acknowledges and agrees that the restrictions contained in this Section 9 are reasonable and necessary to protect the legitimate interests of the parties and constitute a material inducement to the parties to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 9 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law, then the court of competent jurisdiction or arbitrator, as the case may be, is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The covenants contained in this Section 9 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 2 contracts
Samples: Employment Agreement (Offerpad Solutions Inc.), Employment Agreement (Supernova Partners Acquisition Company, Inc.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature As part of the businesses consideration for the compensation and benefits to be paid to Executive hereunder, to protect Confidential Information of the Company and its Affiliates customers and accordingly agrees as follows:
(i) During clients that have been and will be entrusted to Executive’s employment with , the business goodwill of the Company and its subsidiaries that will be developed in and through Executive and the business opportunities that will be disclosed or any of its Subsidiaries (the “Employment Term”) and for a period equal entrusted to twelve months following the date Executive ceases to be employed by the Company or and its Subsidiaries subsidiaries, and as an additional incentive for any reason the Company to enter into this Agreement, from the date hereof through the first anniversary of the Date of Termination (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf not (other than for the benefit of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar Company pursuant to the services or activities proper exercise of his duties in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of accordance with this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person), directly or indirectly:
(i) engage in, or carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity whatsoever, any (A) solicit business competitive with any business in which the Company is engaged from time to time (a “Competing Business”) or encourage (B) Business Enterprise (as defined below) that is otherwise competitive with the Company within the states in which the Company conducts business;
(ii) perform for any employee who is corporation, partnership, limited liability company, sole proprietorship, joint venture or other business association or entity (a director “Business Enterprise”) engaged in any Competing Business any duty Executive has performed for the Company that involved Executive’s access to, or is more senior than a director knowledge or application of, Confidential Information;
(iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Restricted Group Company to leave cease doing business with the employment of Company or in any way interfere with the Restricted Grouprelationship between any such customer, supplier, licensee or business relation and the Company; or
(Biv) solicit with the purpose of hiring or retaining, or hire or retain, any person who is or, within one hundred eighty (180) days after such employee who was employed by the Restricted Group as person ceased to be an employee, consultant or independent contractor of the date of Executive’s termination of employment with the Company Company, was an employee, consultant or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment independent contractor of the Restricted Group within six months prior to the termination of Executive’s employment with the Company or any of its SubsidiariesCompany.
(vb) During Notwithstanding the foregoing restrictions of this Section 8, nothing in this Section 8 shall prohibit any investment by Executive, directly or indirectly, in publicly-traded securities which are issued by a Business Enterprise involved in or conducting a Competing Business, provided that Executive (i) in the aggregate directly and indirectly, does not own more than five percent (5%) of the outstanding equity or voting securities of such Business Enterprise and (ii) does not have the right through the ownership of a voting interest or otherwise, to direct the activities of or associated with the business of such Business Enterprise.
(c) Executive acknowledges that each of the covenants contained in Sections 7 and 8(a) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 8(a). Executive agrees that the geographic boundaries, scope of prohibited activities, and time duration of each of the covenants set forth in Sections 7 and 8(a) are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company’s proprietary information and Confidential Information, and its plans and services, and to protect the other legitimate business interests of the Company, including without limitation the goodwill developed by Executive with the Company’s customers, suppliers, licensees and business relations.
(d) If, during any portion of the Restricted Period, Executive will notis not in compliance with the terms of Section 8(a), whether on Executive’s own behalf or the Company shall be entitled to, among other remedies (and not in limitation of any other such remedies), compliance by Executive with the terms of Section 8(a) for an additional period of time (i.e., in addition to the Restricted Period) that shall equal the period(s) over which such noncompliance occurred.
(e) The parties hereto intend that the covenants contained in Section 8(a) be construed as a series of separate covenants, one for each defined province in each geographic area in which Executive on behalf of or the Company conducts business. Except for geographic coverage, each such separate covenant shall be deemed identical in conjunction with any Personterms to the applicable covenant contained in Section 8(a). Furthermore, directly and intentionally encourage any material consultant each of the Restricted Group to cease working covenants in Section 8 shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the Restricted Groupother covenants contained in Section 8(a).
(vif) During Further, at no time during or after the Employment Term and at all times thereafterPeriod will Executive utter, Executive agrees not to makeissue or circulate publicly any false or disparaging statements, remarks or cause any other person to makerumors about GulfMark, any communication that is intended to criticize or disparageof its subsidiaries, or has the effect and/or any of criticizing or disparaging, the Company GulfMark’s or any of its Subsidiariessubsidiaries’ respective businesses, or the Sponsor and its Affiliates (excluding portfolio companies thereof); providedany of their respective officers, however, that an action shall not constitute a breach of employees or directors. Nothing in this Section 1(a)(vi8(f) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully providing truthful and accurate facts where he is required to incorrect public statements, making truthful statements when required do so by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes of this Agreement:
Appears in 2 contracts
Samples: Employment Agreement (Gulfmark Offshore Inc), Employment Agreement (Gulfmark Offshore Inc)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Subsidiaries Affiliates (the “Employment Term”) and for a period equal to twelve months of two years following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting business in direct competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company during the one-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter anywhere in the employ ofUnited States, or render in any geographical area that is within 100 miles of any geographical area where the Restricted Group engages in the Business, including, for the avoidance of doubt, by entering into the employment of or rending any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Core Competitor, except where such employment or services do not relate in any manner to the Business;
(CB) acquire a financial interest in, or otherwise become actively involved with, a Competitorany Person engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(DC) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix CA, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Core Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (Ai) is not a controlling person of, or a member of a group which controls, such person and (Bii) does not, directly or indirectly, own 52% or more of any class of securities of such Person.
(iv) During the Restricted PeriodEmployment Term and for a period of two years from the date Executive ceases to be employed by the Company or its Subsidiaries, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee who is a director or is more senior than a director of the Restricted Group to leave the employment of the Restricted Group; or;
(B) hire any such executive-level employee who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group coincident with, or within six months one year prior to or after, the termination of Executive’s employment with the Company or any of its Subsidiaries.Company; or
(vC) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(viiv) For purposes of this Agreement:
Appears in 2 contracts
Samples: Management Subscription Agreement (APX Group Holdings, Inc.), Management Subscription Agreement (APX Group Holdings, Inc.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature To protect Confidential Information (as defined herein) of the businesses Company and its customers and clients that have been and will be entrusted to Participant, the business goodwill of the Company and its Affiliates that will be developed in and accordingly agrees as follows:
(i) During Executive’s employment with through Participant and the Company business opportunities that will be disclosed or any of its Subsidiaries (the “Employment Term”) and for a period equal entrusted to twelve months following the date Executive ceases to be employed Participant by the Company or and its Subsidiaries Affiliates, and as an additional incentive for the Company’s grant to Participant of the Restricted Stock Units hereunder, from the date of this Agreement through the [____] anniversary of the date on which Participant’s Service terminates for any reason (the “Restricted Period”), Executive Participant will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(i) engage in, or carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity whatsoever (in any such capacity, an “Investor”), any (A) solicit business competitive with any business in which the Company is engaged from time to time (“Competing Business”) or encourage (B) Business Enterprise (as defined below) that is otherwise competitive with the Company within the states in which the Company conducts business;
(ii) perform for any employee who is corporation, partnership, limited liability company, sole proprietorship, joint venture or other business association or entity (a director “Business Enterprise”) engaged in any Competing Business any duty Participant has performed for the Company that involved Participant’s access to, or is more senior than a director knowledge or application of, Confidential Information;
(iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Restricted Group Company to leave cease doing business with the employment of Company or in any way interfere with the Restricted Grouprelationship between any such customer, supplier, licensee or business relation and the Company; or
(Biv) solicit with the purpose of hiring or retaining, or hire or retain, any person who is or, within one hundred eighty (180) days after such employee who person ceased to be an employee, consultant or independent contractor of the Company, was employed an employee, consultant or independent contractor of the Company.
(b) Notwithstanding the foregoing restrictions of this Section 19, nothing in this Section 19 shall prohibit any investment by Participant, directly or indirectly, in publicly-traded securities which are issued by a Business Enterprise involved in or conducting a Competing Business, provided that Participant (i) in the aggregate directly and indirectly, does not own more than five percent (5%) of the outstanding equity or voting securities of such Business Enterprise and (ii) does not have the right through the ownership of a voting interest or otherwise, to direct the activities of or associated with the business of such Business Enterprise.
(c) Participant acknowledges that each of the covenants contained in Sections 19(a) and 20 are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 19(a). Participant agrees that the geographic boundaries, scope of prohibited activities, and time duration of each of the covenants set forth in Sections 19(a) and 20 are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company’s proprietary information and Confidential Information, and its plans and services, and to protect the other legitimate business interests of the Company, including without limitation the goodwill developed by Participant with the Company’s customers, suppliers, licensees and business relations.
(d) If, during any portion of the Restricted Group Period, Participant is not in compliance with the terms of Section 19(a), the Company shall be entitled to, among other remedies (and not in limitation of any other such remedies), compliance by Participant with the terms of Section 19(a) for an additional period of time (i.e., in addition to the Restricted Period) that shall equal the period(s) over which such noncompliance occurred.
(e) The Company and Participant intend that the covenants contained in Section 19(a) be construed as a series of separate covenants, one for each defined province in each geographic area in which Participant on behalf of the date Company conducts business. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the applicable covenant contained in Section 19(a). Furthermore, each of Executive’s termination the covenants in Section 19(a) shall be deemed a separate and independent covenant, each being enforceable irrespective of employment the enforceability (with or without reformation) of the Company other covenants contained in Section 19(a).
(f) Further, at no time will Participant utter, issue or circulate publicly any false or disparaging statements, remarks or rumors about the Company, any of its Subsidiaries orSubsidiaries, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or and/or any of its Subsidiaries without Cause, who left the employment of the Restricted Group within six months prior to the termination of ExecutiveCompany’s employment with the Company or any of its Subsidiaries.
(v) During the Restricted Period’ respective businesses, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiariestheir respective officers, employees or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of directors. Nothing in this Section 1(a)(vi19(f) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted prohibit Participant from providing truthful and accurate facts where he is required to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required do so by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes of this Agreement:
Appears in 1 contract
Samples: Restricted Stock Unit Award Agreement (Gulfmark Offshore Inc)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature As part of the businesses consideration for the compensation and benefits to be paid to Executive hereunder, to protect Confidential Information of the Company and its Affiliates customers and accordingly agrees as follows:
(i) During clients that have been and will be entrusted to Executive’s employment with , the business goodwill of the Company and its subsidiaries that will be developed in and through Executive and the business opportunities that will be disclosed or any of its Subsidiaries (the “Employment Term”) and for a period equal entrusted to twelve months following the date Executive ceases to be employed by the Company or and its Subsidiaries subsidiaries, and as an additional incentive for any reason the Company to enter into this Agreement, from the date hereof through the first anniversary of the Date of Termination (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf not (other than for the benefit of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar Company pursuant to the services or activities proper exercise of his duties in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of accordance with this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person), directly or indirectly:
(i) engage in, or carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity whatsoever, any (A) solicit business competitive with any business in which the Company is engaged from time to time (a “Competing Business”) or encourage (B) Business Enterprise (as defined below) that is otherwise competitive with the Company within the states in which the Company conducts business;
(ii) perform for any employee who is corporation, partnership, limited liability company, sole proprietorship, joint venture or other business association or entity (a director “Business Enterprise”) engaged in any Competing Business any duty Executive has performed for the Company that involved Executive’s access to, or is more senior than a director knowledge or application of, Confidential Information;
(iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Restricted Group Company to leave cease doing business with the employment of Company or in any way interfere with the Restricted Grouprelationship between any such customer, supplier, licensee or business relation and the Company; or
(Biv) solicit with the purpose of hiring or retaining, or hire or retain, any person who is or, within one hundred eighty (180) days after such employee who was employed by the Restricted Group as person ceased to be an employee, consultant or independent contractor of the date of Executive’s termination of employment with the Company Company, was an employee, consultant or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment independent contractor of the Restricted Group within six months prior to the termination of Executive’s employment with the Company or any of its SubsidiariesCompany.
(vb) During Notwithstanding the foregoing restrictions of this Section 8, nothing in this Section 8 shall prohibit any investment by Executive, directly or indirectly, in publicly-traded securities which are issued by a Business Enterprise involved in or conducting a Competing Business, provided that Executive (i) in the aggregate directly and indirectly, does not own more than five percent (5%) of the outstanding equity or voting securities of such Business Enterprise and (ii) does not have the right through the ownership of a voting interest or otherwise, to direct the activities of or associated with the business of such Business Enterprise.
(c) Executive acknowledges that each of the covenants contained in Sections 7 and 8(a) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 8(a). Executive agrees that the geographic boundaries, scope of prohibited activities, and time duration of each of the covenants set forth in Sections 7 and 8(a) are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company’s proprietary information and Confidential Information, and its plans and services, and to protect the other legitimate business interests of the Company, including without limitation the goodwill developed by Executive with the Company’s customers, suppliers, licensees and business relations.
(d) If, during any portion of the Restricted Period, Executive will notis not in compliance with the terms of Section 8(a), whether on Executive’s own behalf or the Company shall be entitled to, among other remedies (and not in limitation of any other such remedies), compliance by Executive with the terms of Section 8(a) for an additional period of time (i.e., in addition to the Restricted Period) that shall equal the period(s) over which such noncompliance occurred.
(e) The parties hereto intend that the covenants contained in Section 8(a) be construed as a series of separate covenants, one for each defined province in each geographic area in which Executive on behalf of or the Company conducts business. Except for geographic coverage, each such separate covenant shall be deemed identical in conjunction with any Personterms to the applicable covenant contained in Section 8(a). Furthermore, directly and intentionally encourage any material consultant each of the Restricted Group to cease working covenants in Section 8 shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the Restricted Groupother covenants contained in Section 8(a).
(vif) During Further, at no time during or after the Employment Term and at all times thereafterPeriod will Executive utter, Executive agrees not to makeissue or circulate publicly any false or disparaging statements, remarks or cause any other person to makerumors about Tidewater, any communication that is intended to criticize or disparageof its subsidiaries, or has the effect and/or any of criticizing or disparaging, the Company Tidewater’s or any of its Subsidiariessubsidiaries’ respective businesses, or the Sponsor and its Affiliates (excluding portfolio companies thereof); providedany of their respective officers, however, that an action shall not constitute a breach of employees or directors. Nothing in this Section 1(a)(vi8(f) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully providing truthful and accurate facts where he is required to incorrect public statements, making truthful statements when required do so by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes of this Agreement:
Appears in 1 contract
Samples: Employment Agreement (Tidewater Inc)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges Each Seller and recognizes Person listed as a “Restricted Person” on Schedule 6.1 (collectively, the highly competitive nature “Restricted Persons”) agree that during the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) and for a period equal to twelve months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason Closing (the “Restricted Period”), Executive such Restricted Person will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
(ii) During the Restricted Period, Executive and will not directly permit his, her or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) its Affiliates to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(Ai) solicit engage, directly or encourage indirectly, in any employee who is a director business anywhere that researches, develops, produces, licenses, provides or is more senior than a director supplies products or services of the Restricted kind researched, developed, produced, licensed, provided or supplied by the Company or the Business or the Purchaser Group to leave the employment of the Restricted GroupBusiness, as each is then conducted; or
(Bii) hire own an interest in, manage, operate, join, control, lend money or render financial or other assistance to, or participate in the ownership, management or control of, any such employee who was employed by business similar to the Business or the Purchaser Group Business; provided, however, that, the foregoing shall not prohibit the Restricted Group Persons, individually or collectively, from owning as a passive investment one percent (1%) or less of the date equity of Executive’s termination any publicly traded entity, as long as the Person owning such securities has no other connection or relationship with such entity.
(b) As a separate and independent covenant, each Restricted Person agrees that during the Restricted Period, such Restricted Person will not, and will not permit his, her or its Affiliates to, directly or indirectly:
(i) interfere with, attempt to interfere with, hire or attempt to hire, the Company Manager or any officers, directors, employees (including any temporary, contract or limited duration employees), consultants, members, managers or independent contractors of the Company or its Affiliates or induce or attempt to induce any of them to leave the employ of the Company or any Company Affiliates or the Business or violate the terms of their contracts, or any employment or consultancy arrangements, with the Company or any Company Affiliates; provided that generalized advertisement of its Subsidiaries or, unless Executive’s employment with the Company opportunities including in trade or industry publications (if not focused specifically on or directed in any way to any such individual) and its Subsidiaries soliciting (or hiring) any individual who is terminated no longer employed by the Company at the time of such solicitation or any of its Subsidiaries without Cause, who left the employment of the Restricted Group within six months prior to the termination of Executive’s employment with the Company or any of its Subsidiaries.
(v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action hiring shall not constitute be deemed to cause a breach of this Section 1(a)(vi6.1(b)(i);
(ii) if made call upon, solicit, induce, advise or otherwise do, or attempt to do, business with any customer or referral source of the Business with whom the Restricted Person, Business or the Company had any business dealings prior to the Closing in a manner that is competitive with the Executive’s good faith performance Business; or
(iii) induce any customer or referral source of his duties hereunder. Nothing shall be interpreted the Company and/or any Company Affiliates to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena cease or court order reduce doing business with the Company and/or from responding any inquiry by any regulatory or investigatory organizationCompany Affiliates.
(viic) For purposes [Intentionally omitted.].
(d) As a separate and independent covenant, each Restricted Person agrees that during the Restricted Period it will not, and will not permit his, her or its Affiliates to, in any forum, including any statements made by or posted to a social networking website, blog, chat room, public newsgroup, bulletin board, listserv, instant message, text message, email message or any other electronic communication, take any action or make any statements regarding Purchaser, Parent or any of their respective Affiliates or any of the employees, officers, directors, owners, representatives, shareholders, divisions, agents, referral sources or customers of any of the foregoing that are or could be reasonably perceived to be disparaging or derogatory statements.
(e) The Restricted Period shall be extended by the length of any period during which any Restricted Person is in breach of the terms of this Section 6.1.
(f) If any Seller has breached this Section 6.1, or if any of such Seller’s Related Restricted Persons has breached his or her Beneficiary Agreement:, before or at the time any Earn-Out Payment is due under this Agreement (which breach has not been cured (if curable), in Purchaser’s sole discretion, prior to the date such Earn-Out Payment is due), such Seller’s portion, if any, of such Earn-Out Payment shall not be earned by or payable to such Seller.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Epiq Systems Inc)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) and Term and, for a period equal to twelve months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business; provided that the provisions contained in this Section 7(a)(i) shall not apply following any termination of Executive’s employment in connection with a change of control.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors; provided that the provisions contained in this Section 7(a)(ii) shall not apply following any termination of Executive’s employment in connection with a change of control.
(iii) Notwithstanding anything to the contrary in this Appendix CAgreement, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any class of securities of such Person; provided that the provisions contained in this Section 7(a)(iii) shall not apply following any termination of Executive’s employment in connection with a change of control.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee who is a director or is more senior than a director of the Restricted Group to leave the employment of the Restricted Group; or
(B) hire any such employee who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group within six months prior to the termination of Executive’s employment with the Company or any of its SubsidiariesCompany.
(v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(viA) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the
(B) During the Employment Term and at all times thereafter, the Company or any of agrees to instruct its Subsidiariesdirectors and executive officers not to make, or cause any other person to make, any public communication that is intended to criticize or disparage, or has the Sponsor and its Affiliates (excluding portfolio companies thereof)effect of criticizing or disparaging, Executive; provided, however, that an action shall not constitute a breach of this Section 1(a)(vi7(a)(vi)(B) if made in the Executive’s good faith performance course of his duties hereunderoperating the business of the Company and such communication is not made publicly outside of the Company. Nothing shall be interpreted to prohibit Executive or the Company from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes of this Agreement:
Appears in 1 contract
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) Affiliates and for a period equal to twelve of 12 months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting business in direct competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During Executive’s employment with the Restricted PeriodCompany or its Affiliates and for a period of 12 months following the date Executive ceases to be employed by the Company or its Affiliates pursuant to Section 7(d) or 7(e) and for a period of 6 months following the date Executive ceases to be employed by the Company or Affiliates pursuant to 7(f) of this Agreement, Executive will not directly or indirectlyindirectly in any state or the District of Columbia where the Company maintains an office or offices with a minimum of twenty employees:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business; or
(C) acquire a financial interest in, or in and otherwise become actively involved within the Business with any Person as, a Competitor, directly or indirectly, as an individual, general partner, shareholder, officer, director, principal, member, manager, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investorslender.
(iii) Notwithstanding anything For a period of 12 months (or such shorter period described in (iii) (D) below) following the date Executive ceases to be employed by the Company or its Affiliates pursuant to Section 7(c) or 7 (g) of this Agreement and in exchange for the payment of twelve (12) months of Base Salary (payable in regular installments in accordance with the Company’s standard payroll practices), Executive will not directly or indirectly in any state or the District of Columbia where the Company maintains an office or offices with a minimum of twenty employees:
(A) enter the employ of a Competitor, except where such employment does not relate in any manner to the contrary Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business; or
(C) acquire a financial interest in and otherwise become actively involved in the Business with any Person as, a general partner, shareholder, officer, director, principal, member, manager, agent, trustee or lender;
(D) The twelve (12) month restriction period referred to in (iii) above shall earlier terminate should the Company cease making payments of Base Salary during such period.
(iv) In the event a Change of Control occurs within the time period of six (6) to twelve (12) months after Executive’s termination for any reason, any restrictions contained within this Appendix CSection 1 shall cease to be in effect as of the date of the Change of Control. In the event a Change of Control occurs within the time period of zero to six (6) months after Executive’s termination for any reason, any restrictions contained within this Section 1 shall be in effect for shorter of six (6) months or until the date which is twelve months from Executive’s termination date.
(v) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person Controlling Person of, or a member of a group which controlsControls, such person Person and (B) does not, directly or indirectly, own 52% or more of any class of securities of such Person.
(ivvi) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee who is a director or is more senior than a director of the Restricted Group to leave the employment of the Restricted Group; or;
(B) hire any such executive-level employee who was employed by the Restricted Group as of the date of Executive’s termination Date of employment with the Company Termination or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group coincident with, or within six months one year prior to or after, the termination of Executive’s employment with the Company or any Date of its Subsidiaries.Termination; or
(vC) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(viD) During the Employment Term intentionally and at all times thereafter, Executive agrees not to makeadversely interfere with, or cause any other person attempt to makeadversely interfere with, any communication that is intended to criticize or disparage, or has business relationships between the effect members of criticizing or disparaging, the Company or Restricted Group and any of its Subsidiariestheir clients, customers, suppliers, partners, members or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organizationinvestors.
(vii) For purposes of this AgreementAppendix B:
Appears in 1 contract
Samples: Executive Employment Agreement (Bowman Consulting Group Ltd.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) and for For a period equal to twelve months following of two (2) years commencing on the date Executive ceases to be employed by the Company or its Subsidiaries for any reason Closing Date (the “Restricted Period”), Executive will Seller Parties shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as an individual, a partner, shareholder, officermember, directoremployee, principal, agent, trustee or consultant; or
or (Diii) intentionally interfere with, or attempt to interfere with, in any material respect with the business relationships (whether formed before, on prior to or after the date of this Agreement) between the members Company and customers or suppliers of the Restricted Group Company. Notwithstanding the foregoing, any Seller Party may, without violating this Section 5.02(a): (i) engage in any Permitted Activity and any of their clients, customers, suppliers, partners, members or investors.
(iiiii) Notwithstanding anything to the contrary in this Appendix C, Executive mayown, directly or indirectly ownindirectly, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a any national or regional stock securities exchange or on the over-the-counter market if Executive (A) such Seller Party is not a controlling person Person of, or a member of a group which controls, such person Person and (B) does not, directly or indirectly, own 53% or more of any class of securities of such Person.
(ivb) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, Seller Parties shall not directly or indirectly:
(A) , hire or solicit any employee of the Company, Buyer or Parent, or encourage any such employee who is a director or is more senior than a director of the Restricted Group to leave the such employment of the Restricted Group; or
(B) or hire any such employee who was employed has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.02(b) shall prevent Sellers from hiring (i) any employee whose employment has been terminated by the Restricted Group as of Company, Buyer or Parent or (ii) after 180 days from the date of Executive’s termination of employment, any employee whose employment with has been terminated by the Company employee.
(c) Seller Parties shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, maliciously false, or disparaging remarks, comments, or statements concerning the Buyer, Parent, the Company, or any of its Subsidiaries ortheir respective Affiliates, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Causetheir respective employees, who left officers, or directors and their existing and prospective customers, suppliers, investors, and other associated third parties, now or in the employment of the Restricted Group within six months prior to the termination of Executive’s employment with the Company or any of its Subsidiariesfuture.
(vd) During the Restricted Period, Executive will not, whether on Executive’s own behalf Seller Parties acknowledge that a breach or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a threatened breach of this Section 1(a)(vi) if made 5.02 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the Executive’s good faith event of a breach or a threatened breach by Seller Parties of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of his duties hereunder. Nothing shall be interpreted competent jurisdiction (without any requirement to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organizationpost bond).
(viie) For purposes Seller Parties acknowledge that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement:. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
Appears in 1 contract
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) Affiliates and for a period equal to twelve of 18 months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting business in direct competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During Executive’s employment with the Restricted Company or its Affiliates and for a period of 6 months following the date Executive ceases to be employed by the Company or its Affiliates (the “Non-Compete Period”),, Executive will not directly or indirectlyindirectly in any state or the District of Columbia where the Company maintains an office or offices and employees at least fifty employees within such state or the District of Columbia:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in, or in and otherwise become actively involved within the Business with any Person as, a Competitor, directly or indirectly, as an individual, general partner, shareholder, officer, director, principal, member, manager, agent, trustee or consultantlender; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person Controlling Person of, or a member of a group which controlsControls, such person Person and (B) does not, directly or indirectly, own 52% or more of any class of securities of such Person.
(iv) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee who is a director or is more senior than a director of the Restricted Group to leave the employment of the Restricted Group; or;
(B) hire any such executive-level employee who was employed by the Restricted Group as of the date of Executive’s termination Date of employment with the Company Termination or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group coincident with, or within six months one year prior to or after, the termination of Executive’s employment with the Company or any Date of its Subsidiaries.Termination; or
(vC) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(viD) During the Employment Term intentionally and at all times thereafter, Executive agrees not to makeadversely interfere with, or cause any other person attempt to makeadversely interfere with, any communication that is intended to criticize or disparage, or has business relationships between the effect members of criticizing or disparaging, the Company or Restricted Group and any of its Subsidiariestheir clients, customers, suppliers, partners, members or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organizationinvestors.
(viiv) For purposes of this AgreementAppendix B:
Appears in 1 contract
Samples: Executive Employment Agreement (Bowman Consulting Group Ltd.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i1) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) Affiliates and for a period equal to twelve of 12 months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting business in direct competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii2) During the Restricted Period, Executive will not directly or indirectlyindirectly in any state or the District of Columbia where the Company maintains an office with a minimum of twenty employees:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business;
(C) acquire a financial interest in, or in and otherwise become actively involved within the Business with any Person as, a Competitor, directly or indirectly, as an individual, general partner, shareholder, officer, director, principal, member, manager, agent, trustee or consultantlender; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii3) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person Controlling Person of, or a member of a group which controlsControls, such person Person and (B) does not, directly or indirectly, own 52% or more of any class of securities of such Person.
(iv4) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee who is a director or is more senior than a director of the Restricted Group to leave the employment of the Restricted Group; or;
(B) hire any such executive-level employee who was employed by the Restricted Group as of the date of Executive’s termination Date of employment with the Company Termination or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group coincident with, or within six months one year prior to or after, the termination of Executive’s employment with the Company or any Date of its Subsidiaries.Termination; or
(vC) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii5) For purposes of this AgreementAppendix B:
Appears in 1 contract
Samples: Executive Employment Agreement (Code Green Apparel Corp)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges In order to protect the Business of Employer and recognizes any of its Affiliates, during the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as followsRestricted Period:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) and for a period equal to twelve months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason (the “Restricted Period”), Executive Employee will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% within the States of California, Texas, Minnesota, Florida, Colorado, and North Carolina or more the parishes in Louisiana set forth on Exhibit A, engage in, provide consulting services to, be employed by, lend money to or have any interest in (whether as a proprietor, partner, director, officer, employee, stockholder, lender or financer) any corporation, general or limited partnership, association, limited liability company, sole proprietorship, trust or other entity or organization, other than any member of the Company Group, which is engaged in a business that directly or indirectly competes with the Business of the Company Group; and
(ii) Employee will not, directly or indirectly (i) employ, or permit any company or business directly or indirectly controlled by Employee to employ, any Person who is employed by any member of the Company Group; (ii) interfere with or attempt to disrupt the relationship, contractual or otherwise, between any member of the Company Group and any of their respective employees; (iii) solicit or in any manner seek to induce any employee of any class member of securities the Company Group to terminate his, her or its employment or engagement with the Company Group; or (iv) solicit any customers or customer prospects of Employer or any of its Affiliates unless such Personsolicitation is not related to the Business.
(iviii) Employee will not use Confidential Information to induce, attempt to induce or knowingly encourage any Customer of the Company Group to divert any business or income from the Company Group, or to stop or alter the manner in which they are then doing business with the Company Group.
(b) Notwithstanding Section 12(a), the Employee shall not be precluded from purchasing or owning stock in a publicly-held corporation if the Employee’s holdings are less than 1% of the outstanding capital stock of such corporation.
(c) During the Restricted PeriodEmployment Period and thereafter, Executive will the Employee shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage , make any employee who is a director or is more senior than a director disparaging public statement concerning any member of the Restricted Company Group to leave the employment of the Restricted Group; or
(B) hire any such employee who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or any of its Subsidiaries ortheir respective Affiliates, unless Executive’s employment with which would include the Company and its Subsidiaries is terminated by posting of any material or statement on social media. Nothing herein shall prevent Employee from discussing or disclosing information regarding unlawful acts in the Company workplace, such as harassment, discrimination or any of its Subsidiaries without Cause, who left the employment of the Restricted Group within six months prior other conduct that Employee has reason to the termination of Executive’s employment with the Company or any of its Subsidiariesbelieve is unlawful.
(v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes of this Agreement:
Appears in 1 contract
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) and for a period equal to twelve months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
(ii) During the Restricted PeriodPeriod (as defined below), Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitorshall not, directly or indirectly, alone or with others, for himself or for another Person (as defined below) (except on behalf of any Company Group member), conduct any activity in which Executive contributes his knowledge relating to the Business (as defined below), perform services or provide assistance, directly or indirectly, in whole or in part, as an individualemployee, employer, owner, operator, manager, advisor, consultant, agent, partner, shareholderdirector, stockholder, officer, directorvolunteer, principalintern or any other similar capacity, agentfor or on behalf of any Person that operates or is engaged in, trustee anywhere any Company Group member conducts business or consultant; or
(D) interfere with, contemplates conducting business as of the termination or attempt to interfere with, business relationships (whether formed before, on or after the date expiration of this Agreement) between the members Agreement (including, without limitation, any state where a Company Group member offers or markets or contemplates offering or marketing its products or services), any aspect of the Restricted Business that is not incidental or immaterial to such Person’s business or any business that competes with the Business as conducted or contemplated to be conducted by any Company Group and any member as of their clientsthe Termination Date. Notwithstanding the foregoing, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary nothing in this Appendix C, Section 9(a) shall limit Executive mayfrom owning, directly or indirectly ownindirectly, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly entity traded on a any national or regional stock securities exchange or on the over-the-counter market if neither Executive (A) nor any of his Affiliates is not a controlling person Person of, or a member of a group which controls, such person entity and (B) does notneither Executive nor any of his Affiliates collectively owns, directly or indirectly, own five percent (5% %) or more of any class of securities of such Personentity.
(ivb) During the Restricted Period, Executive will shall not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
, alone or with others, for himself or for another Person (Aexcept on behalf of any Company Group member): (i) solicit cause, induce, influence, encourage, solicit, attempt to solicit, recruit, hire or encourage engage any employee Person who is a director during the Term or is more senior than a director of was, during the Restricted Group to leave the employment of the Restricted Group; or
twelve (B12) hire any such employee who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group within six months prior to the termination of Executive’s employment with the Company or any of its Subsidiaries.
(v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes expiration of this Agreement:, an employee, a consultant, or an independent contractor of any Company Group member to terminate, modify or reduce in any respect its relationship with any Company Group member; or
Appears in 1 contract
Samples: Employment Agreement (Supernova Partners Acquisition Company, Inc.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature As part of the businesses consideration for the compensation and benefits to be paid to Executive hereunder, to protect Confidential Information of the Company and its Affiliates customers and accordingly agrees as follows:
(i) During clients that have been and will be entrusted to Executive’s employment with , the business goodwill of the Company and its subsidiaries that will be developed in and through Executive and the business opportunities that will be disclosed or any of its Subsidiaries (the “Employment Term”) and for a period equal entrusted to twelve months following the date Executive ceases to be employed by the Company or and its Subsidiaries subsidiaries, and as an additional incentive for any reason the Company to enter into this Agreement, from the date hereof through the first anniversary of the Date of Termination (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf not (other than for the benefit of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar Company pursuant to the services or activities proper exercise of his duties in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of accordance with this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person), directly or indirectly:
(i) engage in, or carry on or assist, individually or as a principal, owner, officer, director, employee, shareholder, consultant, contractor, partner, member, joint venturer, agent, equity owner or in any other capacity whatsoever, any (A) solicit business competitive with any business in which the Company is engaged from time to time (a “Competing Business”) or encourage (B) Business Enterprise (as defined below) that is otherwise competitive with the Company within the states in which the Company conducts business;
(ii) perform for any employee who is corporation, partnership, limited liability company, sole proprietorship, joint venture or other business association or entity (a director “Business Enterprise”) engaged in any Competing Business any duty Executive has performed for the Company that involved Executive’s access to, or is more senior than a director knowledge or application of, Confidential Information;
(iii) induce or attempt to induce any customer, supplier, licensee or other business relation of the Restricted Group Company to leave cease doing business with the employment of Company or in any way interfere with the Restricted Grouprelationship between any such customer, supplier, licensee or business relation and the Company; or
(Biv) solicit with the purpose of hiring or retaining, or hire or retain, any person who is or, within one hundred eighty (180) days after such employee who was employed by the Restricted Group as person ceased to be an employee, consultant or independent contractor of the date of Executive’s termination of employment with the Company Company, was an employee, consultant or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment independent contractor of the Restricted Group within six months prior to the termination of Executive’s employment with the Company or any of its SubsidiariesCompany.
(vb) During Notwithstanding the foregoing restrictions of this Section 7, nothing in this Section 7 shall prohibit any investment by Executive, directly or indirectly, in publicly-traded securities which are issued by a Business Enterprise involved in or conducting a Competing Business, provided that Executive (i) in the aggregate directly and indirectly, does not own more than five percent (5%) of the outstanding equity or voting securities of such Business Enterprise and (ii) does not have the right through the ownership of a voting interest or otherwise, to direct the activities of or associated with the business of such Business Enterprise.
(c) Executive acknowledges that each of the covenants contained in Sections 6 and 7(a) are in addition to, and shall not be construed as a limitation upon, any other covenant provided in Section 7(a). Executive agrees that the geographic boundaries, scope of prohibited activities, and time duration of each of the covenants set forth in Sections 6 and 7(a) are reasonable in nature and are no broader than are necessary to maintain the confidentiality and the goodwill of the Company’s proprietary information and Confidential Information, and its plans and services, and to protect the other legitimate business interests of the Company, including without limitation the goodwill developed by Executive with the Company’s customers, suppliers, licensees and business relations.
(d) If, during any portion of the Restricted Period, Executive will notis not in compliance with the terms of Section 7(a), whether on Executive’s own behalf or the Company shall be entitled to, among other remedies (and not in limitation of any other such remedies), compliance by Executive with the terms of Section 7(a) for an additional period of time (i.e., in addition to the Restricted Period) that shall equal the period(s) over which such noncompliance occurred.
(e) The parties hereto intend that the covenants contained in Section 7(a) be construed as a series of separate covenants, one for each defined province in each geographic area in which Executive on behalf of or the Company conducts business. Except for geographic coverage, each such separate covenant shall be deemed identical in conjunction with any Personterms to the applicable covenant contained in Section 7(a). Furthermore, directly and intentionally encourage any material consultant each of the Restricted Group to cease working covenants in Section 7 shall be deemed a separate and independent covenant, each being enforceable irrespective of the enforceability (with or without reformation) of the Restricted Groupother covenants contained in Section 7(a).
(vif) During Further, at no time during or after the Employment Term and at all times thereafterPeriod will Executive utter, Executive agrees not to makeissue or circulate publicly any false or disparaging statements, remarks or cause any other person to makerumors about Tidewater, any communication that is intended to criticize or disparageof its subsidiaries, or has the effect and/or any of criticizing or disparaging, the Company Tidewater’s or any of its Subsidiariessubsidiaries’ respective businesses, or the Sponsor and its Affiliates (excluding portfolio companies thereof); providedany of their respective officers, however, that an action shall not constitute a breach of employees or directors. Nothing in this Section 1(a)(vi7(f) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully providing truthful and accurate facts where he is required to incorrect public statements, making truthful statements when required do so by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes of this Agreement:
Appears in 1 contract
Samples: Employment Agreement (Tidewater Inc)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature Each of the businesses Sellers and the Shareholders agree that he or it will not, except as may be contemplated by the Sales Representative Agreement or otherwise with Buyer’s prior written consent, for the period commencing on the Closing Date and continuing until the earlier of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any expiration of its Subsidiaries the five (the “Employment Term”5) and for a year period equal to twelve months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), solicit or assist in soliciting business in direct competition with the Restricted Group in the Business.
Closing Date and (ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do not relate in any manner to the Business;
(C) acquire a financial interest in, or otherwise become actively involved with, a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members end of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
Period (iii) Notwithstanding anything to as defined in the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person of, or a member of a group which controls, such person and (B) does not, directly or indirectly, own 5% or more of any class of securities of such Person.
(iv) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any PersonSales Representative Agreement), directly or indirectly:
(Aa) solicit for his or encourage its own benefit or for the benefit of any employee who Person in any business in competition with the Business, canvas, contact, solicit, contract with or accept any business from any customer or prospective customer of a PEI Entity, including, without limitation, any customer included on the Prospect List;
(b) request or advise any past, present or future customers (a future customer being defined as one that has been actively solicited by any PEI Entity prior to the cessation of Representative’s engagement as a sales representative of Buyer pursuant to the Sales Representative Agreement) of such PEI Entity, including, without limitation, the Persons listed on the Prospect List, to withdraw, curtail or cancel their business with such PEI Entity;
(c) render services to, become engaged as an independent contractor by, own or have a financial interest in (either as a partner, joint venturer, owner, stockholder, independent contractor or any other role) any business which is engaged in the same, similar or competitive business as the Business, within a director or is more senior than a director 125 mile radius of Times Square, New York, except that nothing herein shall prohibit any Seller from owning up to 1% of the Restricted Group outstanding shares in a publicly traded corporation;
(d) induce, offer, assist, encourage or suggest (i) that another business or enterprise offer employment to leave or enter into a business affiliation with any Person that is or was an employee, agent or representative of any PEI Entity within the one (1) year period prior to such solicitation or employment, or (ii) that any PEI Entity employee, agent or representative terminate his employment or business affiliation with such PEI Entity;
(e) hire, employ or contract with any Person that is or was an employee, agent or representative of any PEI Entity within the Restricted Groupone (1) year period prior to such employment or engagement; or
(Bf) hire disparage any such employee who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company PEI Entities or any of its Subsidiaries ortheir respective directors, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company officers, employees or any of its Subsidiaries without Cause, who left the employment of the Restricted Group within six months prior to the termination of Executive’s employment with the Company or any of its Subsidiariesagents.
(v) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(vii) For purposes of this Agreement:
Appears in 1 contract
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and Subsidiaries, and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Affiliates or Subsidiaries (the “Employment Term”) and for a period equal to twelve months of one year following the date Executive ceases to be employed by the Company or its Affiliates or Subsidiaries for any reason (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (for the purposes of this Appendix A, a “Person”), directly or indirectly solicit or assist in soliciting the business of any then-current or prospective client or customer of any member of the Restricted Group in direct competition with the Restricted Group in the Business.
(ii) During the Restricted Period, Executive will not directly or indirectly:
(A) engage in the Business for a Competitor;
(B) enter anywhere in the employ ofUnited States, or render in any geographical area that is within 100 miles of any geographical area where the Restricted Group engages in the Business, including, for the avoidance of doubt, by entering into the employment of or rending any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Core Competitor, except where such employment or services do not relate in any manner to the Business;
(CB) acquire a financial interest in, or otherwise become actively involved with, a Competitorany Person engaged in the Business, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or
(DC) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(iii) Notwithstanding anything to the contrary in this Appendix CA, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Core Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (Ai) is not a controlling person of, or a member of a group which controls, such person and (Bii) does not, directly or indirectly, own 52% or more of any class of securities of such Person.
(iv) During the Employment Term and the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee who is a director or is more senior than a director of the Restricted Group to leave the employment of the Restricted Group; or;
(B) hire any such executive-level employee, key personnel, or manager-level employee (i.e., any operations manager or district sales manager) who was employed by the Restricted Group as of the date of Executive’s termination of employment with the Company or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group coincident with, or within six months one year prior to or after, the termination of Executive’s employment with the Company or any of its Subsidiaries.Company; or
(vC) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(viiv) For purposes of this Agreement:
Appears in 1 contract
Samples: Management Subscription Agreement (APX Group Holdings, Inc.)
Non-Competition; Non-Solicitation; Non-Disparagement. (a) Executive acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees as follows:
(i) During Executive’s employment with the Company or any of its Subsidiaries (the “Employment Term”) Affiliates and for a period equal to twelve of 12 months following the date Executive ceases to be employed by the Company or its Subsidiaries for any reason Affiliates (the “Restricted Period”), Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any person, firm, partnership, joint venture, association, corporation or other business organization, entity or enterprise whatsoever (“Person”), directly or indirectly solicit or assist in soliciting business in direct competition with the Restricted Group in the Business, the business of any then current or prospective client or customer with whom Executive (or his direct reports) had personal contact or dealings on behalf of the Company or its Affiliates during the two-year period preceding Executive’s termination of employment.
(ii) During the Restricted Period, Executive will not directly or indirectlyindirectly in any state or the District of Columbia where the Company maintains an office or offices and employees at least twenty employees within such state or the District of Columbia:
(A) engage in the Business for a Competitor;
(B) enter the employ of, or render any services (that are the same or similar to the services or activities in which Executive was engaged during the two (2) years prior to Executive’s termination of employment) to, a Competitor, except where such employment or services do does not relate in any manner to the Business;
(B) without the prior written authorization of the Board, which consent may be withheld at the Board’s sole and absolute discretion, render any services to a Competitor; except where such services do not relate in any manner to the Business; or
(C) acquire a financial interest in, or in and otherwise become actively involved within the Business with any Person as, a Competitor, directly or indirectly, as an individual, general partner, shareholder, officer, director, principal, member, manager, agent, trustee or consultant; or
(D) interfere with, or attempt to interfere with, business relationships (whether formed before, on or after the date of this Agreement) between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investorslender.
(iii) Notwithstanding anything to the contrary in this Appendix C, Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in a Business (including, without limitation, a Competitor) which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Executive (A) is not a controlling person Controlling Person of, or a member of a group which controlsControls, such person Person and (B) does not, directly or indirectly, own 52% or more of any class of securities of such Person.
(iv) During Executive’s employment with the Company and during the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly or indirectly:
(A) solicit or encourage any employee who is a director or is more senior than a director of the Restricted Group to leave the employment of the Restricted Group; or;
(B) hire any such executive-level employee who was employed by the Restricted Group as of the date of Executive’s termination Date of employment with the Company Termination or any of its Subsidiaries or, unless Executive’s employment with the Company and its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, who left the employment of the Restricted Group coincident with, or within six months one year prior to or after, the termination of Executive’s employment with the Company or any Date of its Subsidiaries.Termination;
(vC) During the Restricted Period, Executive will not, whether on Executive’s own behalf or on behalf of or in conjunction with any Person, directly and intentionally encourage any material consultant of the Restricted Group to cease working with the Restricted Group; or
(D) intentionally and adversely interfere with, or attempt to adversely interfere with, business relationships between the members of the Restricted Group and any of their clients, customers, suppliers, partners, members or investors.
(vi) During the Employment Term and at all times thereafter, Executive agrees not to make, or cause any other person to make, any communication that is intended to criticize or disparage, or has the effect of criticizing or disparaging, the Company or any of its Subsidiaries, or the Sponsor and its Affiliates (excluding portfolio companies thereof); provided, however, that an action shall not constitute a breach of this Section 1(a)(vi) if made in the Executive’s good faith performance of his duties hereunder. Nothing shall be interpreted to prohibit Executive from responding truthfully to incorrect public statements, making truthful statements when required by law, subpoena or court order and/or from responding any inquiry by any regulatory or investigatory organization.
(viiv) For purposes of this AgreementAppendix B:
Appears in 1 contract
Samples: Executive Employment Agreement (Bowman Consulting Group Ltd.)
