Noncompete and Nonsolicitation. Executive acknowledges the Company’s reliance on and expectation of Executive’s continued commitment to performance of his duties and responsibilities during the term of this Agreement. In light of such reliance and expectation, during the term hereof and for two years after termination of Executive’s employment and this Agreement under Paragraph 5 hereof, other than termination by the Company without Cause or termination by Executive pursuant to Paragraph 5(a)(v), Executive shall not, directly or indirectly, do or suffer any of the following:
(i) Own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business, which is in competition with the business of the Company as and where conducted by it at the time of such termination; provided, however, that the ownership of not more than five percent (5%) of any class of publicly traded securities of any entity shall not be deemed a violation of this covenant;
(ii) Solicit the employment of, assist in the soliciting the employment of, or otherwise solicit the association in business with any person or entity of, any employee, consultant or agent of the Company; or
(iii) Induce any person who is a customer of the Company to terminate said relationship.
Noncompete and Nonsolicitation. The Executive acknowledges that (i) the Executive performs services of a unique nature for the Company and its Subsidiaries that are irreplaceable, and that the Executive’s performance of such services to a competing business will result in irreparable harm to the Related Companies; (ii) the Executive has had and will continue to have access to Confidential Information which, if disclosed, would unfairly and inappropriately assist in competition against the Related Companies; (iii) in the course of the Executive’s employment by a competitor, the Executive would inevitably use or disclose such Confidential Information, (iv) the Related Companies have substantial relationships with their customers, and the Executive has had and will continue to have access to these customers; (v) the Executive has received and will receive specialized training from the Related Companies; and (vi) the Executive has generated and will continue to generate goodwill for the Related Companies in the course of the Executive’s employment. Accordingly, the Executive hereby agrees as follows:
(i) For so long as the Executive is employed by any Related Company and for a period of twenty-four (24) months thereafter (the term of such employment and such period thereafter, the “Non-Compete Period”), the Executive will not, directly or through an Affiliate or otherwise, own any interest in, manage, control, provide consulting services for or operate any Person for whom the Restricted Business represents 10% or more of such Person’s annual revenues (other than on behalf of the Company or its Affiliates); provided, however, that the Executive shall not be prohibited from managing, controlling, providing consulting services for or operating any portion, division, department, section or business of any Person for whom the Restricted Business represents less than 10% of such Person’s annual revenues, so long as the Executive is not engaging in any of the foregoing activities with respect to the Restricted Business. Nothing in the foregoing is intended to prevent the Executive from (A) owning (I) up to 5% of the outstanding stock of any corporation that is engaged in a Restricted Business and publicly traded on a national securities exchange or in the over the counter market or (ii) up to 5% of a private entity through passive investments made through hedge funds, private equity funds and similar vehicles, in each case, so long as the Executive has no active participation in connection with the...
Noncompete and Nonsolicitation. 3.1. Employee acknowledges that he or she has and during the course of his or her employment with Company will gain specialized knowledge and experience in Company's business, that his or her reputation and contacts within the field are considered of great value to Company, and that if his or her knowledge, experience, reputation and contacts are used to compete with Company, serious harm to Company may result. Employee agrees that, for so long as Employee is employed by Company and for six (6) months thereafter, Employee shall not, without the express prior written consent of Company, alone or in concert with, or through or on behalf of, another person or entity, become, or act or serve as, an owner, employee, consultant, independent contractor, partner, or agent of any person or entity that competes with Company or does business in the Protected Business (as constituted as of the date of the termination of Employee's employment with Company), provided, however, that Employee shall in no event be deemed to have violated the provisions of this Section 3.1 if he or she serves in any capacities or conducts any activities otherwise prohibited hereby from, at or out of a regularly established business or office location which is not within a one hundred (100)-mile radius of Charlottesville, Virginia as of the date of the termination of Employee's employment with the Company.
3.2. Employee agrees that, for a period of two (2) years after Employee ceases to be employed by Company, Employee shall not, without the express prior written consent of Company, alone or in concert with or on behalf of another, employ, solicit the employment of, or retain or solicit the services of any employee of Company; employ, solicit the employment of, or retain or solicit the services of any independent contractor, consultant, vendor or supplier of Company providing goods or services to Company related to the Protected Business; or solicit the business of or enter into any agreement to provide goods or services related to the Protected Business to any person or entity that was a client, partner, affiliate, joint venturer, agent, distributor, vendor or representative of Company at any time while Employee was employed by Company.
Noncompete and Nonsolicitation. During the term of this Agreement and for a period of the greater of (a) one year after termination or expiration of this Agreement or (b) the period during which a Severance Amount or consulting arrangement is being paid to Employee by the Company (the "NONCOMPETE PERIOD"), Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes or sells the same type of products as the Company, or products which are the functional equivalent of the Company's products or currently planned products, within and to the same market as the Company's market at the time of Employee's proposed activity or, after the termination of this Agreement, at or prior to the time of such termination. Employee certifies that his employment with the Company will not breach a previous employment agreement. Employee agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Employee agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Employee's employment by the Company without the prior written approval of the CEO of the Company. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain. Therefore, the parties agree that upon any breach of the covenants of this section the Company may obtain from the district court for the City and County of Denver, Colorado, or any other court of competent jurisdiction, an appropriate restraining order, preliminary injunction or other form of equitable relief with respect thereto. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other available remedies for such breach, including the recovery of damages, costs, and attorney fees. The foregoing agreement not to compete shall not be held invalid because of the scope of the territory or the actions restricted thereby, or the period of time within which such agreement is operative; but any judgment by a court of competent jurisdiction may define the maximum territory and actions subject to, and restricted by, this paragraph and the period of time during which such agreeme...
Noncompete and Nonsolicitation. During the term of this Agreement and for a period of the greater of (a) one year after termination or expiration of this Agreement or (b) the period during which a Severance Amount or consulting arrangement is being paid to Employee by the Company (the "NONCOMPETE PERIOD"), Employee will not, directly or indirectly, own, manage, operate, control, provide services to, be employed by, participate in, or be connected in any manner with the ownership, management, operation, or control of any business which develops, manufactures, distributes or sells the same type of products as the Company, or products which are the functional equivalent of the Company's products or currently planned products, within and to the same market as the Company's market at the time of Employee's proposed activity or, after the termination of this Agreement, at or prior to the time of such termination. Employee certifies that his employment with the Company will not breach a previous employment agreement. Employee agrees not to engage in the unauthorized use of the proprietary assets of others during the term of his employment by the Company. Employee agrees not to enter into any other employment agreement, oral or written, which will run concurrently, in whole or in part, with Employee's employment by the Company without the prior written approval of the CEO of the Company. It is agreed that any breach of this section of the Agreement will cause immediate irreparable harm to the Company and that monetary damages for such breach would be difficult if not impossible to ascertain.
Noncompete and Nonsolicitation. As an inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, Seller agrees as follows:
(a) In consideration of the Purchase Price, during the period from the Closing Date to and including the fifth (5th) anniversary of the Closing Date (the "Noncompete Period"), Seller shall not engage, nor have any affiliation (as ----------------- defined below) with any Person which engages in the business of providing, offer for sale, or solicit sales for, or offer or provide, any products or services currently provided and/or sold by the Companies or any of them, in the conduct of the Business, or any products or services which the Companies or any of them currently have plans to sell or provide in the conduct of the Business, including without limitation, the providing of crane and other lifting equipment, earth moving equipment and/or small tools anywhere for the first thirty (30) months after the Closing Date in the states of Texas, Louisiana and Oklahoma and for the second thirty (30) months after the Closing Date within 300 miles of Houston, Texas (a "Similar ------- Business"); provided that nothing contained herein shall be construed to -------- prohibit Seller from purchasing (i) up to an aggregate of two percent (2%) of any class of the outstanding voting securities of any Person whose securities are listed on a national securities exchange or traded in the NASDAQ National Market System (a "Public Company") (including, for purposes of calculating the -------------- percentage of such securities which may be purchased by Seller, the securities of such Public Company then owned by all Affiliates of Seller to the extent such Persons are acting in concert or other constitute a "group" for purposes of Section 13(d)(iii) of the Securities Exchange Act of 1934), if none of the Companies nor their Affiliates has an active role in the management of such Public Company. For purposes of this Section 14, the term "affiliation" shall mean any direct or indirect interest in a Person whether as an officer, director or employee, investor, partner, stockholder, sole proprietor, trustee, consultant, agent, representative, broker, promoter or otherwise; and
(b) During the Noncompete Period, Seller and each of them shall not, and shall not permit any of their Affiliates to, call on, service or solicit any customer, supplier, lessee or other business relation of the Companies or any of them on behalf of a Similar Business or in any w...
Noncompete and Nonsolicitation. In exchange for MakeMusic’s covenants under this Agreement, Executive expressly agrees that, during her employment with MakeMusic (except on behalf of MakeMusic) and for a period of twelve (12) months following termination of her employment with MakeMusic, regardless of the party initiating termination and regardless of the reason for the termination, Executive shall not, directly or indirectly, acting on behalf of herself, another business or competitor, without the prior written consent of MakeMusic:
(a) anywhere within the United States (which Executive acknowledges to be MakeMusic’s trade area), own, manage, operate, control, be employed by, consult for, participate in, or provide products or services of any kind to, any business, entity or person that is in competition with MakeMusic or markets, sells, or provides products or services that are the same as or similar to, or compete with, products or services offered by MakeMusic at the time;
(b) render any services, advice or counsel as an owner, employee, representative, agent, independent contractor, consultant or in any other capacity, for any third party, if the rendering of such services, advice or counsel involves, may involve, requires or is likely to result in the use or disclosure by Executive of any Confidential Information;
(c) solicit, contact, take away or interfere with, or attempt to solicit, contact, take away or interfere with, any of MakeMusic’s customers or potential customers with whom Executive (or other employees of MakeMusic under her supervision) had contact during the twelve (12) month period immediately preceding her termination date, for the purpose of offering to provide or providing them with any products or services that are the same as or similar to, or compete with, products or services offered by MakeMusic at the time;
(d) solicit, contact, take away or interfere with, or attempt to solicit, contact, take away or interfere with, any of MakeMusic’s employees (working with MakeMusic at that time or at any time in the six months prior to Executive’s termination date) for the purpose of hiring them as an employee, contractor or consultant or inducing them to leave their employment with MakeMusic; or
(e) solicit, contact, take away or interfere with, or attempt to solicit, contact, take away or interfere with, any of MakeMusic’s suppliers or vendors (at that time or at any time in the six months prior to Executive’s termination date) for the purpose of inducing them to end o...
Noncompete and Nonsolicitation. During his employment hereunder and for a period of twelve (12) months following the termination or other cessation of his employment hereunder, Employee shall not, directly or indirectly, as a director, officer, employee, owner, partner, agent, consultant, lessor, creditor or otherwise, for any person, firm or entity, in any of the counties of the states of the United States, engage in any of the following activities:
i. solicit or attempt to persuade any person or entity that was a customer of the Company or any affiliate of the Company during Employee"s employment hereunder to terminate or rescind its business or contractual relationship with the Company or any affiliate of the Company;
ii. solicit for employment any employee of the Company or any affiliate of the Company or attempt to persuade or entice any such employee to terminate his or her employment with the Company or any affiliate of the Company; or
iii. engage or participate in the business of selling, installing or servicing telecommunications or cable or broadcast television products, services or software, or in any other business engaged in by the Company or any affiliate of the Company at any time during Employee"s employment hereunder. The restrictions contained in this Section 6.b shall not apply in the event of a Termination Other Than For Cause or if the Company materially breaches this Agreement and fails to cure such breach within thirty (30) days following receipt of written notice of such breach.
Noncompete and Nonsolicitation. During the Term, and for eighteen months thereafter, Executive shall not directly or indirectly (other than as an employee of or consultant to the Company or an affiliate of the Company):
(a) engage in activities or businesses within the United States which are substantially in competition with the Company (“Competitive Activities"), including (i) selling goods or services of the type sold by the Company or any of its subsidiaries; (ii) soliciting or attempting to solicit any customer or client or prospective customer or client of the Company (or any of its subsidiaries) including, without limitation, actively sought prospective customers or clients, to purchase any goods or services of the type sold by the Company or any of its subsidiaries from anyone other than the Company or any of its subsidiaries; and (iii) assisting any person in any way to do, or attempt to do, anything prohibited by (i) or (ii) above;
(b) perform any action, activity or course of conduct which is substantially detrimental to the business or business reputation of the Company or any of its subsidiaries ("Detrimental Activities"), including (i) soliciting, recruiting or hiring any employees of the Company or persons who have worked for Ripplewood Holdings L.L.C. ("Ripplewood"), the Company or any of their respective affiliates; (ii) soliciting or encouraging any employee of Ripplewood, the Company or any of their respective affiliates to leave the employment of Ripplewood, the Company or any of their respective affiliates; (iii) intentionally interfering with the relationship of Ripplewood, the Company or any of their affiliates with any person or entity who or which is employed by or otherwise engaged to perform services for Ripplewood, the Company or any such affiliate; and (iv) disclosing or furnishing to anyone any confidential information relating to Ripplewood, the Company or any of their respective affiliates or otherwise using such confidential information for its own benefit or the benefit of any other person; or
(c) establish in the United States any new business which engages in Competitive Activities. Notwithstanding anything to the contrary contained in this Agreement, the foregoing covenant shall not be deemed breached as a result of the ownership by Executive of: (i) less than an aggregate of 5% of any class of stock of a person engaged, directly or indirectly, in Competitive Activities; provided, however, that such stock is listed on a national securities exchange or...
Noncompete and Nonsolicitation. Consultant acknowledges the Company’s reliance on and expectation of Consultant’s continued commitment to performance of its duties and responsibilities during the term of this Agreement. In light of such reliance and expectation, during the term hereof and for one (1) year after termination of this Agreement under Paragraph 6 hereof, other than termination by the Company without Cause, Consultant shall not, directly or indirectly, do or suffer any of the following:
i. Own, manage, control or participate in the ownership, management, or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any corporation, partnership, proprietorship, firm, association or other business entity, or otherwise engage in any business, which is in competition with the business of the Company as and where conducted by it at the time of such termination; provided, however, that the ownership of not more than five percent (5%) of any class of publicly traded securities of any entity shall not be deemed a violation of this covenant;
ii. Solicit the employment of, assist in the soliciting the employment of, or otherwise solicit the association in business with any person or entity of, any employee, consultant or agent of the Company; or
iii. Induce any person who is a customer of the Company to terminate said relationship.
