Non-Competition; Nonsolicitation. (a) The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Restricted Group (as defined below) and accordingly agrees as follows:
(i) During the Participant’s employment or service, as applicable, and for a period equal to one year following the date the Participant ceases employment or service, as applicable, for any reason (the “Restricted Period”), the Participant will not, without the prior written consent from the Company regarding the specific solicitations, engagements, or actions proposed, and such consent to be delivered in its sole, good faith discretion, whether on the Participant’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 in competition with the Restricted Group in the Business the business of any then current or prospective client or customer with whom the Participant (or the Participant’s direct reports) had personal contact or dealings on behalf of the Company and its Subsidiaries during the one-year period preceding the Participant’s termination of employment or service, as applicable.
(ii) During the Restricted Period, the Participant will not, without prior written consent from the Company regarding the specific engagement, employment, or investment proposed, and such consent to be delivered in its sole, good faith discretion, directly or indirectly:
(A) engage in the Business in any geographical area that is within 20 miles of any geographical area where the Restricted Group engages in the Business (or has plans to engage in the Business during the Restricted Period);
(B) enter the employ of, or render any services to, a Competitor, except where such employment or services do not relate to the Business; or
(C) acquire a 10% or greater financial interest in a Competitor, directly or indirectly, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant.
(iii) Notwithstanding anything to the contrary in this Appendix A, the provisions of this Section 1 shall not restrict acquisition or ownership of any number of single family homes for personal use by the Participant or up to one hundred additional single family homes as personal investments.
(iv) During the Restricted Period, the Participant will not, whether on the Participant’s own behalf or on be...
Non-Competition; Nonsolicitation. During the Term, and in the event that the Executive’s employment is terminated for any reason, then for a period of one (1) year following the Date of Termination (the “Restrictive Period”), the Executive shall be prohibited from working (as an employee, consultant, advisor, director or otherwise) for, engaging in or acquiring or investing in any business having assets engaged in the following businesses in New England and the other jurisdictions in which the Partnership Group is conducting business as of the Date of Termination (the “Restricted Businesses”): (i) wholesale or retail marketing, sale, distribution and transportation of refined petroleum products, crude oil, renewable fuels (including ethanol and biofuels), and natural gas liquids (including ethane, butane, propane and condensates); (ii) the storage of refined petroleum products and/or any of the other products identified in clause (i) of this paragraph in connection with any of the activities described in said clause (i); (iii) the retail sale of convenience store items and sundries and related food service, whether or not related to the retail sale of refined petroleum products including, without limitation, gasoline; (iv) bunkering; and (v) any other business in which the Company or its Affiliates (a) becomes engaged during the period Executive is employed by the Company or any of its Affiliates, or (b) is preparing to become engaged as of the time that Executive’s employment with the Company or any of its Affiliates ends and, with respect to parts (a) and (b) of this clause (v), the Executive has participated in or obtained Confidential Information about such business or anticipated business. During the Restrictive Period, the Executive also shall not directly or indirectly solicit any employees, contractors, vendors, suppliers or customers of the Company or the Partnership Group to cease to be employed by or otherwise do business with the Company or the Partnership Group, or to reduce the same, or to be employed or otherwise do business with any Restricted Business. Notwithstanding any provision of this Annex I to Amended and Restated Employment Agreement (this “Annex I”) to the contrary, the Executive may own up to 3% of a publicly traded entity that is engaged in one or more of the Restricted Businesses. If any court determines that any of the provisions of this Annex I are invalid or unenforceable, the remainder of such provisions shall not thereby be affected and shall be given full...
Non-Competition; Nonsolicitation. (a) Executive covenants and agrees that during the Employment Period and for a period of twelve (12) months (the “Non-Compete Period”) after the termination of Executive’s employment for any reason, Executive shall not, without the written consent of the Company, directly or indirectly, either individually or as an employee, agent, partner, shareholder, director, consultant, advisor, employer, lender of money, guarantor, or in any other capacity, participate in, engage in or have a financial interest or management position or other interest in any business, firm, corporation, or other entity that at any time during or following the Employment Period competes directly against the Company by engaging in the business of manufacturing, inventing, marketing, developing, selling or distributing non-metallic fabricated or molded products for the automotive or transportation industries, or any other markets which the Company may have entered, nor will Executive solicit any other person to engage in any of the foregoing activities (the foregoing is referred to herein as the “Non-Compete Covenant”). Participation in the management of any business operation other than in connection with the management of a business operation that is in competition with the Company or its subsidiaries or affiliates or any successor or assign thereof shall not be deemed to be a breach of the Non-Compete Covenant. The foregoing provisions of this Section shall not prohibit the passive ownership by Executive of less than two percent (2%) of any class of the capital stock of any public corporation.
(b) During the Employment Period and the Non-Compete Period, Executive shall not directly or indirectly through another entity (i) induce or attempt to induce any employee of the Company or any affiliate of the Company to leave the employ of the Company or such affiliate, or in any way interfere with the relationship between the Company or any affiliate of the Company and any employee thereof, or (ii) induce or attempt to induce any customer, supplier, licensee, or other business relation of the Company or any affiliate of the Company to cease doing business with the Company or such affiliate, or in any way interfere with the relationship between any such customer, supplier, licensee, or business relation and the Company or any affiliate of the Company.
(c) Executive agrees that: (i) the covenants set forth in this Section 8 are reasonable in geographical and temporal scope and in all other res...
Non-Competition; Nonsolicitation. (a) For a period of five years from and after the Closing Date, neither the Parent, the Seller nor any of their respective Affiliates (other than individuals who are officers, directors and/or controlling stockholders) (collectively, the "Restricted Parties") shall, directly or indirectly, (i) own, manage, operate, join, control or participate in the ownership, management, operation or control of, or provide any financing or lease any assets to, any entity that engages in, or that the Restricted Party knows intends to engage in, a Competing Business, or (ii) solicit, retain as a consultant, interfere with or attempt to entice away from the Purchaser, the Group or their respective Affiliates, any Protected Employee, or (iii) solicit, interfere with or attempt to entice away from the Purchaser, the Group or their respective Affiliates, any person, firm or corporation which has been or is during the two-year period commencing on the Closing Date a customer of the Purchaser or any Group Member. Ownership of not more than 2% of the outstanding stock of any publicly traded company shall not be a violation of this Section 8.11 so long as the Restricted Parties do not participate in the management of such company.
(b) The length of time for which this covenant not to compete shall be in force shall not include any period of violation or any other period required for litigation during which Purchaser or any Group Member seeks to enforce this Section 8.11. In the event that any of the covenants contained in this Section 8.11 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too long a period of time or over too large a geographical area or by reason of its being too extensive in any other respect, it shall be interpreted to extend only over the longest period of time for which it may be enforceable, and/or over the largest geographical area as to which it may be enforceable and/or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.
(c) The restrictive covenants contained in this Section 8.11 are each covenants independent of any other provision of this Agreement, and the existence of any claim which any party may allege against any other party to this Agreement, whether based on this Agreement or otherwise, shall not prevent the enforcement on these covenants. The Seller and the Parent acknowledge that the Purchaser is purchasing the...
Non-Competition; Nonsolicitation. Executive will not, for a period equal to the longer of (i) one year from the date of termination of employment or (ii) October 31, 2001:
(a) own or have a proprietary or equity interest in, be employed by, or serve as a consultant or advisor to, or in any other capacity for, any business or firm, that is engaged in the information technology services business; provided, however, that beneficial ownership by executive of less than 5% of the outstanding capital stock of a publicly-held corporation will not violate this provision. "Information technology services business" shall include, without limitation: (i) advising persons on the acquisition or strategic utilization of information technology systems, planning and designing new information technology systems, and redesigning existing information technology systems; (ii) providing network design and management, systems support and maintenance, programming and application software development, computer code review, data center management, and information technology outsourcing services; and (iii) recruiting or training persons with information technology skills; Company will be entitled to extend noncompete for one additional year upon payment to executive of lump sum cash payment equal to base salary at time of termination.
(b) recruit or hire or solicit for business any person who, during the twelve month period preceding the date of recruitment or hiring or solicitation, was an employee, customer, or client of the Company or any of its subsidiaries or affiliates.
Non-Competition; Nonsolicitation. As an inducement for the Company to enter into the Purchase Agreement and the Consulting Agreement, and for the Company to fulfill its respective obligations thereunder, Member agrees that:
Non-Competition; Nonsolicitation. (a) Principal Stockholder agrees that for a period of: three (3) years following the Closing Date, he will not, without the prior written consent of the Surviving Company, directly or indirectly, engage or participate in, be employed by or assist in any manner or in any capacity, or have any interest in or make any loan to any Person which develops, markets or sells products, or performs services anywhere in the world which are competitive with or similar to the products or services of the Company immediately prior to the Closing.
(b) Principal Stockholder agrees that for a period of three (3) years following the Closing Date, he will refrain from (i) directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave the employment of the Parent, Surviving Company or any of their Affiliates, and (ii) soliciting or encouraging any customer or supplier of the Parent, Surviving Company or any of their Affiliates, to terminate or otherwise modify adversely its business relationship with the Parent, Surviving Company or any of their Affiliates.
Non-Competition; Nonsolicitation. (a) Davexxxxx xxxees that for a period of five years following the consummation of the Merger (the "Term"), Davexxxxx xxxll not:
(i) own, manage, operate, control, participate in, perform services for, or otherwise engage in, a business in competition with the business of vehicle emissions testing, the manufacture of equipment for such testing, or the sale or leasing of such equipment (the "Business"), either acting alone or in conjunction with others, directly or indirectly, whether as owner, partner, stockholder, principal, agent, consultant, independent contractor or employer, anywhere within the United States (it being understood that the Business can be national in scope and not limited to any particular region of the United States and that the Business may be engaged in effectively from any location within the United States); and (ii) either acting alone or in conjunction with others, directly or indirectly, induce or attempt to persuade any customers or prospective customers of the Company to curtail, cancel or otherwise terminate their business with the Company. provided, however, that nothing set forth in this Agreement shall prohibit Davexxxxx xxxm owning not in excess of 5% in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or on the NASDAQ market system.
(b) Davexxxxx xxxees that during the Term, Davexxxxx xxxll not:
(i) employ, offer to employ or permit to post for any position of employment any employee of the Company, except for Mark Xxxxxx xx any individual who has customarily been employed in the operations of Envirotest in Bethesda, Maryland (the "Excepted Employees"); or (ii) otherwise interfere with the employment by the Company or its Affiliates of, any individual (other than an Excepted Employee) who becomes or would otherwise become an employee of the Company, unless and until such employee's employment is terminated by the Company after the consummation of the Merger or the Company and Davexxxxx xxxer into a written agreement with respect to such employee providing otherwise.
Non-Competition; Nonsolicitation. (a) In partial consideration of the payment of the Purchase Price set forth in Section 1.2, each Stockholder agrees that for a period of four years after the Closing Date:
(1) such Stockholder will not (i) directly or indirectly solicit or encourage any Client to terminate, reduce, or alter in a manner adverse to Buyer any existing business arrangements with Buyer, (ii) divert or otherwise take away from Buyer the business or patronage of any Client, or (iii) induce, solicit or encourage any officer, employee or consultant of Buyer to terminate or refrain from continuing his/her employment or association with Buyer; provided, however, that this Section 6.8(a)(1)(iii) shall not apply to Xxxxx Xxxxxxxxx’x termination of employment or association with Buyer.
(2) such Stockholder will not, anywhere in the United States, whether as an owner, stockholder, member, lender, co-venturer, employee, officer, director, independent contractor, agent, partner, advisor, or in any other capacity calling for the rendition of such Stockholder’s services, alone or in association with any other person, firm, corporation, or business organization, work for, become employed by, engage in, carry on, provide services to, or assist in any manner (whether or not for compensation or gain) a Competitive Business Activity.
Non-Competition; Nonsolicitation. Beginning on the Effective Date and during the Term of this Agreement, Consultant: (i) will not directly own, manage, operate, finance, join, control, participate in, or derive any financial benefit whatsoever from, or be an officer, director, employee, partner or consultant of, any property / casualty insurance company operating in the United States; and (ii) will not solicit, recruit, otherwise attempt to hire (for himself or any other entity), or hire in any capacity any employee of Company or its affiliates. This provision shall survive any termination or expiration of this Agreement. Nothing contained in this Section 8 will in any way affect Consultant’s convenants or obligations under RLI’s bonus plans or stock option plans or stock option agreements pursuant to which Consultant has been granted stock options.
