Noncompete Covenant. (a) For good and valuable consideration, the receipt of which each Selling Stockholder acknowledges, each of the Selling Stockholders hereby agrees for the Covenant Period applicable to such Selling Stockholder, not to, directly or indirectly, within any State within the United States or any other geographic area in which Angel, Take-Two, or any of its subsidiaries then conducts business, engage or become interested in any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise), or render any services to any business, similar to the Business or which publishes, markets or sells products similar to products produced by the Business, other than as a holder for investment purposes only of not more than five percent (5%) of the publicly-traded capital stock of any corporations engaged in such businesses. The Covenant Period for Brad Hunt and Steve Rotenberg shall commence on the Closing Date and xxxxxxxx until xxx xxxxx xx xne (1) year after the Closing Date or six (6) months after the termination of full-time employment with Angel. Take-Two acknowledges that Messrs. Angel, Hunt and Limber are owners of Scenix, an enterprise involved in technxxxxy development for industrial visualization and manipulation in automotive design, and that Mr. Angel has an interest in an enterprise developing karaoke products for video game consoles and that such ownership and incidental activities thereto will not be a violation of the foregoing covenant by any of those individuals. Each of Messrs. Angel, Hunt and Limber represent and warrant that none of Angel's Intangiblex xxve been transferred to either of these entities; he is not and will not serve as an officer, director, employee or consultant to either entity; and he will not allow his name to be used in the furtherance of the business of either entity.
(b) Each of the Selling Stockholders agrees that he will not, for the Covenant Period applicable to such Selling Stockholder, directly or indirectly, hire, offer to hire, entice away or in any other manner persuade or attempt to persuade any officer, employee, agent, lessor, lessee, licensor, licensee, customer, prospective customer or supplier of the Business or Take-Two's business to discontinue or alter his or its relationship with the Business or Take-Two's business.
(c) The parties hereto hereby acknowledge and agree that (i) Take-Two and Angel would be irreparably injured in th...
Noncompete Covenant. The Recitals set forth in Section 11 are incorporated herein by this reference with the same force and effect as if set forth herein in their entirety. As a material inducement to and in consideration for the execution of this Agreement by the Employer; the employment of the Executive hereunder; the Employer’s willingness to establish and maintain relationships with its customers, clients, accounts and prospects, and to provide the Executive with access thereto and to its Confidential Information; and as an inducement to, and in consideration for the Executive’s anticipated working relationship with the customers, clients, accounts and prospects of the Employer and its subsidiaries or affiliates all of which are of substantial benefit to the Executive and, by their terms, require assurances regarding competition and disclosure, the receipt and sufficiency of which consideration is hereby expressly acknowledged, the Executive covenants and agrees that during the term of this Agreement and thereafter during the Noncompete Period (as defined below) the Executive will not accept, directly or indirectly, whether as an officer, director, agent, employee, independent contractor, consultant, joint venture, partner, trustee, beneficiary, or otherwise of any person, firm, corporation, trust or other entity (other than the Employer, its subsidiaries and any other entity in which the Employer holds an equity investment approved by the Employer’s Board of Directors) or as an individual, enter into, undertake, engage, or otherwise participate in any of the following, except to the extent the same are expressly authorized in advance and in writing by the Employer’s Board of Directors, in its sole discretion:
A. The Executive will not directly or indirectly sell life insurance to, or otherwise obtain or accept life insurance business from any person, firm or entity that is located in the Restricted Territory (as defined below) with whom the Employer (or any of its subsidiaries or affiliates) has had an established customer, client or account relationship and with whom the Executive in his capacity as an officer, director or employee of the Employer (or any of its subsidiaries or affiliates) has had personal contact during the twenty-four (24) month period immediately preceding the date of termination of Executive’s employment.
B. The Executive will not directly or indirectly act in the capacity of an insurance advisor, insurance consultant, or risk manager with respect to...
Noncompete Covenant. Executive agrees that for a period of one year following the termination of this Agreement he will not (1) solicit any shareholder, policyholder, or employee of Employer, to become a shareholder or policyholder of any competitor or anticipated competitor of the Employer; or (2) solicit any employee, agent, or independent contractor of Employer to become an employee, agent or independent contractor of any competitor or anticipated competitor of the Employer. Executive agrees to deliver promptly to Employer on termination of the Executive's employment by the Employer or the Executive, or at any time Employer may so request, all memoranda, notes, records, reports, and other documents (and all copies thereof) relating to Employer's and its affiliates' businesses which the Executive may then possess or have under his control. Notwithstanding the foregoing, the Executive may retain his contacts, calendar, personal correspondence and any compensation information or other information necessary for tax return purposes.
Noncompete Covenant. During the Restrictive Period, Instructor agrees not to, directly or indirectly, for herself or any other person or entity engage in the Protected Business within the Market Area. This provision does not prohibit Instructor from teaching natural childbirth education to clients, such as expecting parents, outside of Birth Boot Camp, as long as in providing such services Instructor is not training others to teach natural childbirth education.
Noncompete Covenant. For a period of 2 years from completion of project after the effective date of this Agreement, Owner/Operator will not directly or indirectly engage in any business that competes with Xxxx Xxxx, Xx. Trucking, Ltd. This covenant shall apply to the geographical area that includes all of the State of Texas.
Noncompete Covenant. Except with respect to Terry's ownership of Xxxxxxxx, each of the Shareholders hereby agrees after the Effective Time not to, until the first anniversary of the Effective Time directly or indirectly (A) engage or become interested in any business (whether as owner, manager, operator, licensor, licensee, lender, partner, stockholder, joint venturer, employee, consultant or otherwise) engaged in the business then engaged in by TTIS or Subsidiary in any of the areas in which TTIS or Subsidiary then conducts business or (B) take any other action which constitutes an interference with or a disruption of TTIS or Subsidiary's operation of the Business or Subsidiary's use, ownership and enjoyment of the Assets.
Noncompete Covenant. For a period of five years after the Closing Date, IGI shall not, directly or indirectly, distribute, market, promote or otherwise provide to any third parties any software that is competitive with the business relating to the Exclusive Software, as such business exists immediately after the Earn Out Period, unless GMC consents to the sale of such software, except as may be otherwise provided in Section 3.1 of the License Agreement.
Noncompete Covenant. The Executive hereby agrees that he shall not, during the period of his employment (unless (i) terminated by the Company other than pursuant to Sections 13.2 or 13.3 of this Agreement or (ii) the Executive terminates his employment for Good Reason) and other engagement by the Company or any of its parent, subsidiary, successor, or affiliated corporations, and for a period of 12 months following the termination of such employment and engagement, directly or indirectly, within any county (or adjacent county) in any State within the United States in which the Company is engaged in business during the period of the Executive's employment engage in any business competitive with the Company's or any of its parent or subsidiary's business activities. At no time during the term of this Agreement, or thereafter shall the Executive directly or indirectly, disparage the commercial, business or financial reputation of the Company or any of its parent, subsidiary, successor or affiliated corporations.
Noncompete Covenant. Securityholder hereby agrees that Securityholder shall not, during the Noncompete Period, in any manner (other than as an employee of the Company), directly or by assisting others, engage in, have any equity or profit interest in (except for an equity interest in a publicly held corporation which does not exceed one percent (1%) of such corporation's outstanding capital stock), or render services of any executive, administrative, supervisory, marketing, production or consulting nature to any corporation or other entity that conducts the Company Activities in the Territory.
Noncompete Covenant. (a) For the period ending June 20, 2008, Executive shall not, directly or indirectly, within the marketing area of the Bank, which is defined as Chester County, Pennsylvania anx xxx xdditional areas within 5 miles of any current bank office or branch, enter into or engage, or assist any other person in engaging, in direct or indirect competition with the Bank, the Corporation or any corporate affiliate of either of them in providing banking, insurance, securities or other financial services, either as an individual on his own, or as a partner or joint venturer, director, officer, shareholder, employee, agent, independent contractor, consultant or any other capacity. Company agrees that the provision by Executive of services, at any location, to a person or organization that does not compete directly with the Bank or the Corporation or any subsidiary of either of them, will not violate the foregoing covenant. The existence of any immaterial claim or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of this covenant. Any breach by the Executive of the restrictions set forth in this Section will result in irreparable injury to the Company for which it shall have no adequate remedy at law and the Company shall be entitled to injunctive relief in order to enforce the provisions hereof. In the event that this Section shall be determined to be unenforceable in part by reason of it being too great a period of time or covering too great a geographical area, it shall be in full force and effect as to that period of time or geographical area determined by the applicable decisional authority to be reasonable.
(b) In cases where Executive is in doubt whether a proposed activity would violate the covenants in this Agreement, the Company agrees, promptly upon request of the Executive if provided by the Executive with such relevant information as the Company may reasonably request, to provide Executive in writing with the Company's position on (i) whether the proposed activity would violate any of the covenants in this Agreement and, (ii) if the Company believes the proposed activity would violate this Agreement, whether the Company will nevertheless consent to such proposed activity and if so under what conditions.
