Non-Competition; Non-Solicitation; Non-Hire. (a) The Executive shall not, at any time during the Term or during the twenty-four (24) month period following the Date of Termination:
(i) directly or indirectly engage in, have any equity interest in, or manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity that competes with any of the businesses of the Company or any entity owned by the Company. Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than five percent (5%) of the outstanding interest in such business;
(ii) directly or indirectly solicit, on his own behalf or on behalf of any other Person or entity, the services of, or hire, any individual who is (or, at any time during the previous year, was) an employee, independent contractor, or director of the Company (other than an individual who was within the previous year his personal assistant or secretary), or solicit any of the Company’s then-current employees, independent contractors, or directors to terminate services with the Company, provided that (A) following the six (6) month anniversary of the Date of Termination, the foregoing shall not apply to any employee, independent contractor or director who has been terminated by the Company at least six (6) months prior to such solicitation, and (B) the placement of general advertisements in newspapers, magazines or electronic media shall not, by itself, constitute a breach of this Section 6(a)(ii); or
(iii) directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber, or supplier of the Company to terminate its arrangement with the Company, or otherwise change its relationship with the Company.
(b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to ...
Non-Competition; Non-Solicitation; Non-Hire. (a) To the fullest extent permitted by applicable law, the Executive agrees that during the Executive’s employment with the Company, and for the twelve (12) month period following the Executive’s termination of employment for any reason, the Executive will not, directly or indirectly, engage in, have any equity or equity-based interest in, or manage or operate any Person, firm, corporation, partnership, business or entity (whether as director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise) that engages in (either directly or through any subsidiary or Affiliate thereof) any business or activity that competes with any of the businesses of the Company or any entity owned by the Company (including, without limitation, any United States regional air carrier or any non-mainline carrier in Mexico, Canada or the Caribbean). Notwithstanding the foregoing, the Executive shall be permitted to acquire a passive stock or equity interest in such a business, provided that the stock or other equity interest acquired is not more than one percent (1%) of the outstanding interest in such business;
(b) To the fullest extent permitted by applicable law, the Executive agrees that during the Executive’s employment with the Company, and for the twelve (12) month period following the Executive’s termination of employment for any reason, the Executive will not, directly or indirectly, on the Executive’s own behalf or on behalf of another (i) solicit, induce or attempt to solicit or induce any officer, director or employee of the Company to terminate their relationship with or leave the employ of the Company, or in any way interfere with the relationship between the Company, on the one hand, and any officer, director or employee thereof, on the other hand, (ii) hire (or other similar arrangement) any Person (in any capacity whether as an officer, director, employee or consultant) who is or at any time was an officer, director or employee of the Company until twelve (12) months after such individual’s relationship (whether as an officer, director or employee) with the Company has ended, or (iii) induce or attempt to induce any customer, supplier, prospect, licensee or other business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any such customer, supplier, prospect, licensee or business relation, on the one hand, and the Company, on the other hand; provided, that i...
Non-Competition; Non-Solicitation; Non-Hire. As additional consideration for Buyer’s entry into this Agreement and consummation of the transactions contemplated hereby, and with the acknowledgement by the Sellers that Buyer would not enter into this Agreement without the benefit of the provisions set forth in this Section 3.5, each Seller agrees that the following restrictions on such Seller’s activities following the Closing Date are necessary, appropriate and reasonable to protect the Business and other legitimate interests of Buyer and its Affiliates:
Non-Competition; Non-Solicitation; Non-Hire. Employee acknowledges and recognizes the highly competitive nature of the business of the Company. Without the express written permission of Celanese, for a period of two (2) years, following the Separation Date or ESD (the “Restricted Period”), Employee acknowledges and agrees that he will not: (i) directly or indirectly solicit sales of like products similar to those produced or sold by Company; or (ii) directly engage or become employed with any business that competes with the business of Celanese, including but not limited to: direct sales, supply chain, marketing, or manufacturing for a producer of products similar to those produced or licensed by Celanese. In addition, for two (2) years, Employee will not directly or indirectly solicit, nor hire employees of Celanese for employment. However, nothing in this provision shall restrict Employee from owning, solely as an investment, publicly traded securities of any company which is engaged in the business of Celanese if Employee (i) is not a controlling person of, or a member of a group which controls; and (ii) does not, directly or indirectly, own 5% or more of any class of securities of any such company.
Non-Competition; Non-Solicitation; Non-Hire. As additional consideration for Buyer’s entry into this Agreement and consummation of the transactions contemplated hereby, and with the acknowledgement by the Equity Holders that Buyer would not enter into this Agreement without the benefit of the provisions set forth in this Section 3.5, each Equity Holder agrees that the following restrictions on his or her activities following the Closing Date are necessary, appropriate and reasonable to protect the Business and other legitimate interests of Buyer and its Affiliates:
Non-Competition; Non-Solicitation; Non-Hire. (a) In consideration of the benefits of this Agreement and the Ancillary Agreements to Sellers and in order to induce Buyer to enter into this Agreement, Sellers hereby covenant and agree that, for a period of 3.5 years after the Closing Date (the “Non-Compete Term”), neither they nor any of their Affiliates shall, without the prior written consent of Buyer and other than as expressly contemplated by this Agreement or any Ancillary Agreement, directly or indirectly, (i) operate, engage in, manage or own any Restricted Business in the Restricted Area, including by marketing, underwriting, issuing, placing or reinsuring any Insurance Policies that would have been Subject Policies if in effect on the date hereof, (ii) induce or persuade or attempt to induce or persuade any Policyholder to write or renew, or any agent or producer to place or to place the renewal of, any Subject Policy with any company other than Homeland, York and the Permitted Designees or (iii) induce or persuade or attempt to induce or persuade any Policyholder, agent, producer or other Person having business dealings with Sellers in connection with the Restricted Business to restrict or avoid entering into any business relationship or dealings with Buyer or any of its Affiliates (including the Company after the Closing) or any of the Permitted Designees; provided, however, that as to the Restricted Business referred to in clause (i) of this Section 6.18(a), the foregoing provisions shall not be applicable to:
(i) Sellers and their Affiliates continuing or expanding their current specialty personal lines programs as described on Schedule 1.1B, including the specialty collector car and boat program and the businesses conducted by AutoOne Insurance Agency, Inc., AutoOne Insurance Company, AutoOne Management Company, Inc., AutoOne Select Insurance Company, Houston General Insurance Company, Houston General Insurance Exchange and Houston General Insurance Management Company or pursuing new specialty personal lines programs;
(ii) Sellers and their Affiliates engaging in any other business as exists on or after the date hereof, other than that which constitutes the Restricted Business;
(iii) Persons in which Sellers and their Affiliates have less than 10% ownership engaging in any business existing on or after the date hereof;
(iv) Sellers and their Affiliates acquiring and operating any business concern in which revenues from the Restricted Business represent less than 10% of the total revenues ...
Non-Competition; Non-Solicitation; Non-Hire. (a) Survival of Restrictive Covenants Agreement. Notwithstanding anything to the contrary set forth herein, the Restrictive Covenants Agreement, by and between the Company and the Executive, dated as of December 15, 2011, shall survive and remain in full force and effect following the Effective Date, and is incorporated by reference as though fully set forth herein.
Non-Competition; Non-Solicitation; Non-Hire. (a) To the fullest extent permitted by applicable law, the Executive agrees that during the Executive’s service with the Company and for the “Restricted Post-Employment Non-Compete Period” (as defined below) following termination of the Executive’s employment with the Company, the Executive will not, directly or indirectly, engage in, provide services to (whether as a director, officer, employee, agent, representative, partner, security holder, consultant, or otherwise), or have any equity or equity-based interest in, any Air Carrier Competitor. Notwithstanding the foregoing, the Executive shall be permitted to (i) maintain and/or acquire an additional passive stock or equity interest in any such Air Carrier Competitor (or the ultimate parent of any such Air Carrier Competitor), provided that the stock or other equity interest acquired is not more than one percent (1%) of the outstanding interest in such Air Carrier Competitor, and (ii) retain any rights he may have attributable to prior employment with any Air Carrier Competitor or its predecessor. The “Restricted Post-Employment Non-Compete Period” shall mean the twelve (12) month period following the Executive’s termination of employment or, if longer, the duration of the Executive’s continued service, if any, as a member of the Board or as a consultant to the Company.
Non-Competition; Non-Solicitation; Non-Hire. Executive acknowledges and recognizes the highly competitive and confidential nature of the business of the Company. The Long-Term Incentive Award Claw-Back Agreement (“Claw-Back Agreement”) and the New Employee Restrictive Covenant Agreement (“RCA”), executed by Executive (collectively, the “Claw-Back/RCA Agreements”), include, among other obligations, promises made by Executive regarding safeguarding confidential Company information, non-competition with the Company and the non-solicitation/no hire of current employees and contractors. Both the Claw-Back Agreement and the RCA remain in full force and effect and are part of this Agreement, except to the extent they are modified below. The Clawback/RCA Agreements and all other agreements executed by Executive which contain non-compete provisions are modified as follows: The Restricted Period is two years from the Separation Date.
Non-Competition; Non-Solicitation; Non-Hire. Executive acknowledges and recognizes the highly competitive and confidential nature of the business of the Company. The Long-Term Incentive Award Claw-Back Agreement (“Clawback Agreement”), dated 1/1/2009, a copy of which is attached as Exhibit D, include, among other obligations, promises made by Executive regarding safeguarding confidential Company information, non-competition with the Company and the non-solicitation/no hire of current employees and contractors. The Clawback Agreement remains in full force and effect and is part of this Agreement, except that Executive agrees that, for purposes of this Agreement, the Restricted Period shall be a total of three (3) years from the Separation Date for the non-competition provision and three (3) years for non-solicitation/non-hire of employees.
