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:
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. 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. 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 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. 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. (a) Unless Executive has terminated for Good Reason, Executive shall not, during the period of his employment by the Company and for a period of 24 months thereafter, directly or indirectly (a) engage in any business (whether as owner, manager, operator, lender, partner, shareholder, licensor, licensee, joint venturer, employee, consultant or otherwise) in which the Company or any of its then subsidiaries is engaged (or is actively considering engaging) during the term of Executive's employment by the Company in any geographic area in which the Company or any of its respective subsidiaries is so engaged or is actively considering engaging, or (b) take any other action which constitutes an interference with or a disruption of the activities of the company or any of its subsidiaries. Notwithstanding the foregoing, Executive shall be permitted to own (as a passive investment) not more than 1% of any class of securities which is registered under the Securities Exchange Act of 1934, as amended; provided, however, that said 1% limitation shall apply to the aggregate holdings of Executive and those of all other persons and entities with whom Executive has agreed to act for the purpose of acquiring, holding, voting or disposing of such securities.
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.
