Noncompete/Nonsolicit Sample Clauses

Noncompete/Nonsolicit. (a) As an inducement for Buyer to enter into this Agreement, for a period of five years from the Closing Date, no Seller will, directly or indirectly, engage in, acquire, own or hold a business anywhere in the United States, Canada or Mexico that competes with the business of any Company or any Subsidiary as conducted prior to the Closing Date (the “Seller Restricted Business”), including as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise. (b) The restrictions set forth in Sections 5.9(a), shall not prohibit the ownership by any Seller of up to two percent of the issued and outstanding capital stock of a publicly held entity carrying on a Seller Restricted Business, so long as such Seller does not participate in the control or take an active part in the management or direction thereof and does not in any way render services thereto. (c) For a period of five years from the Closing Date, except as otherwise agreed to in writing by Buyer, Sellers agree not to, and shall not cause or permit any of their affiliates to, directly or indirectly, (i) solicit for employment, induce or attempt to induce the termination of employment of any employee of Buyer or the Xxxxxx Xxxx Business, or materially interfere with the employment relationship between Buyer and any employee thereof or (ii) induce or attempt to induce any supplier of Buyer to cease doing business with Buyer, or materially interfere with the business relationship between Buyer and any supplier thereof; provided that solicitations through newspapers of general circulation or similar means not targeted by Sellers at the employees of Buyer shall not be deemed to be a breach of this subsection. (d) The parties intend that each of the covenants contained in this Section 5.9 shall be construed as a series of separate covenants, one for each state of the United States and each county of each state of the United States. Except for geographic coverage, each such separate covenant shall be deemed identical in terms to the covenant contained in the preceding subsections of this Section 5.9. If, in any judicial proceeding, a court shall refuse to enforce any of the separate covenants (or any part thereof) deemed included in those subsections, then such unenforceable covenant (or such part) shall be deemed eliminated from this Agreement for the purpose of those proceedings to the extent necessary to permit the remaining separate cov...

Noncompete/Nonsolicit. (a) As an inducement for Buyer to enter into this Agreement and as additional consideration for the consideration to be paid to Seller under this Agreement, for a period of three years from the Closing Date, Seller will not directly or indirectly engage in, acquire, own or hold a business anywhere in the United States, Canada or Mexico that engages in the Business in competition with Company (the “Seller Restricted Business”), including as a proprietor, principal, agent, partner, officer, director, stockholder, employee, member of any association, consultant or otherwise. For the avoidance of doubt, it is agreed that Kentucky Ceramics, LLC (d/b/a “Louisville Stoneware”), which is owned by family members of the Chairman of Seller’s Board of Directors and trusts for their or his benefit, is not covered by this subsection (a). (b) Notwithstanding the foregoing subsection (a), Seller and its Subsidiaries shall not be precluded from directly or indirectly: (1) acquiring or owning interests in or securities of any person for passive investment purposes (whether or not such person is engaged in the Seller Restricted Business) to the extent that such ownership does not confer on Seller more than 10% of the equity or voting power of such person; (2) acquiring interests in or securities of any person as an investment by any pension fund or fund of any other benefit plan of Seller or its Subsidiaries, whether or not such person is engaged in the Seller Restricted Business; (3) acquiring interests in or securities of any person provided that not more than 35% of the consolidated revenues of such person (based on its consolidated revenues for its most recently completed fiscal year prior to the acquisition), were derived from engaging in the Seller Restricted Business; (4) engaging or proposing to engage in an acquisition of or by, or business combination transaction or other similar transaction with, another person (the “Other Party”) or an acquisition of a portion of the equity or assets of an Other Party, including any such acquisition, combination or other similar transaction in which, after giving effect to the transaction, Seller, its Subsidiaries or the persons surviving or resulting from such acquisition, business combination or other similar transaction, as the case may be (the “Surviving Entity”), is engaged in the Seller Restricted Business, provided that, if more than 10% of the aggregated consolidated revenues of the Surviving Entity, calculated on a pro f...

Noncompete/Nonsolicit. During the Executive’s employment with the Company and its Affiliates during the Change of Control Period and for one (1) year following the Date of Termination if the Date of Termination occurs during the Change of Control Period, the Executive shall not, directly or indirectly (whether as owner, partner, officer, director, employee, consultant, investor, lender or otherwise, except as the holder of not more than 5% of the outstanding stock of a publicly-held company): (i) provide services to any corporation or other entity, regardless of form, that is engaged in any business or enterprise that is the same as, or substantially the same as, the business of the Company for that part of the enterprise in which Executive has directly worked or had significant, direct exposure during Executive’s employment with the Company in the two (2) year period preceding the Date of Termination; or (ii) directly or indirectly solicit for employment, hire, or work as an independent contractor, any person or entity who is an employee or service provider of the Company or any of its Affiliates or was employed or engaged by the Company or its Affiliates to provide services (whether as an independent representative, consultant, agent or employee) in the 12 months prior to the Date of Termination; provided, however, a broadly published recruitment advertisement that is not directed at any of the foregoing individuals shall not by itself be deemed a violation of this Section 11(a)(ii); or (iii) divert or attempt to divert from the Company or its Affiliates any business with any customer, partner or other person with which the Company or its Affiliates had any material business contact or association during the Executive’s employment with the Company, or induce or attempt to induce any customer, partner or other person with which the Company or its Affiliates had any material business contact or association to reduce or refrain from doing business with the Company or its Affiliates.

Noncompete/Nonsolicit. Each Member shall have entered into a non-competition agreement in the form attached hereto as Exhibit K.

Noncompete/Nonsolicit. (i) During the Restricted Period (as defined below), the Employee agrees that he shall not, without Duke Energy’s prior written consent, for any reason, directly or indirectly, either as principal, agent, manager, employee, partner, shareholder, director, officer, consultant or otherwise (A) become engaged or involved, in a manner that relates to or is similar in nature to those duties performed by the Employee at any time during his employment with Duke Energy, in any business (other than as a less-than three percent (3%) equity owner of any corporation traded on any national, international or regional stock exchange or in the over-the-counter market) that competes with Duke Energy or any of its affiliates in the business of production, transmission, distribution, or retail or wholesale marketing or selling of electricity; resale or arranging for the purchase or for the resale, brokering, marketing, or trading of electricity or derivatives thereof; energy management and the provision of energy solutions; development and management of fiber optic communications systems; development and operation of power generation facilities, domestically and abroad; and any other business in which Duke Energy, including affiliates, is engaged at the termination of the Employee’s continuous employment with Duke Energy, including affiliates; or (B) induce or attempt to induce any customer, client, supplier, employee, agent or independent contractor of Duke Energy or any of its affiliates to reduce, terminate, restrict or otherwise alter its business relationship with Duke Energy or its affiliates. The provisions of this Section 9(b)(i) shall be effective only within any state or country with respect to which was conducted a business of Duke Energy during any part of the Employee’s employment. The parties intend the above geographical areas to be completely severable and independent, and any invalidity or unenforceability of this Agreement with respect to any one area shall not render this Agreement unenforceable as applied to any one or more of the other areas. (ii) For purposes of this Section 9(b), “Restricted Period” shall mean the period of the Employee’s employment during the term of this Agreement and, in the case of Section 9(b)(i)(A), the twelve (12) month period following termination of employment and, in the case of Section 9(b)(i)(B), the twenty-four (24) month period following termination of employment.

Related to Noncompete/Nonsolicit

Noncompetition; Nonsolicitation (a) The Executive acknowledges that in the course of his employment with the Company pursuant to this Agreement he will become familiar, and during the course of his employment by the Company or any of its subsidiaries or affiliates or any predecessor thereof prior to the date of this Agreement he has become familiar, with trade secrets and customer lists of and other confidential information concerning the Company and its subsidiaries and affiliates and predecessors thereof and that his services have been and will be of special, unique and extraordinary value to the Company. (b) The Executive agrees that during the Employment Period and for one year thereafter in the case of either Termination for Good Reason following a Change in Control or Termination without Cause, or for two years thereafter in the case of termination of employment for any other reason, the (“Noncompetition Period”) he shall not in any manner, directly or indirectly, through any person, firm or corporation, alone or as a member of a partnership or as an officer, director, stockholder, investor or employee of or in any other corporation or enterprise or otherwise, engage or be engaged, or assist any other person, firm corporation or enterprise in engaging or being engaged, in any business then actively being conducted by the Company in any geographic area in which the Company is conducting such business (whether through manufacturing or production, calling on customers or prospective customers, or otherwise). Notwithstanding the foregoing, subsequent to the Employment Period the Executive may engage or be engaged, or assist any other person, firm, corporation or enterprise in engaging or being engaged, in any business activity which is not competitive with a business activity being conducted by the Company at the time subsequent to the Employment Period that the Executive first engages or assists in such business activity. (c) The Executive further agrees that during the Noncompetition Period he shall not in any manner, directly or indirectly (i) induce or attempt to induce any employee of the Company or of any of its subsidiaries or affiliates to terminate or abandon his employment, or any customer of the Company or any of its subsidiaries or affiliates to terminate or abandon its relationship, for any purpose whatsoever, or (ii) in connection with any business to which Section 6(b) applies, call on, service, solicit or otherwise do business with any then current or prospective customer of the Company or of any of its subsidiaries or affiliates. (d) Nothing in this Section 6 shall prohibit the Executive from being (i) a stockholder in a mutual fund or a diversified investment company or (ii) a passive owner of not more than 2% of the outstanding stock of any class of a corporation any securities of which are publicly traded, so long as the Executive has no active participation in the business of such corporation. (e) If, at the time of enforcement of this Section 6, a court holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and that the court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by law.
Noncompetition and Nonsolicitation During the Executive’s employment with the Bank and for the period that the Executive is entitled to receive severance under Section 4(b), the Executive (i) will not, directly or indirectly, whether as owner, partner, shareholder, consultant, agent, employee, co-venturer or otherwise, engage, participate, assist or invest in any Competing Business (as hereinafter defined); (ii) will refrain from directly or indirectly employing, attempting to employ, recruiting or otherwise soliciting, inducing or influencing any person to leave employment with the Corporations (other than terminations of employment of subordinate employees undertaken in the course of the Executive’s employment with the Bank); and (iii) will refrain from soliciting or encouraging any customer or supplier to terminate or otherwise modify adversely its business relationship with the Corporations. The Executive understands that the restrictions set forth in this Section 7(d) are intended to protect the Corporations’ interest in their Confidential Information and established employee, customer and supplier relationships and goodwill, and agrees that such restrictions are reasonable and appropriate for this purpose. If the Executive chooses not to be bound by the provision of this Section 7(d), then no severance shall be payable under Section 4(b). For purposes of this Agreement, the term “Competing Business” shall mean any financial institution with an office within a 50-mile radius of any office of the Corporations. Notwithstanding the foregoing, (1) the Executive may own up to one percent (1%) of the outstanding stock of a publicly held corporation which constitutes or is affiliated with a Competing Business, and (2) the provision of this Section 7(d) shall not apply if the Executive’s employment is terminated within two (2) years after a Change in Control of either the Bank or the Corporation. A “Change in Control” of either the Bank or the Corporation shall be deemed to occur upon the consummation of (i) any consolidation or merger of the Bank or the Corporation or other transaction where the shareholders of the Bank or the Corporation, immediately prior to the consolidation, merger or other transaction, would not, immediately after the consolidation, merger or other transaction, beneficially own (as such term is defined in Rule 13d-3 of the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate more than 50 percent of the voting shares of the entity issuing cash or securities in the consolidation, merger or other transaction, or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated by or arranged by any party as a single plan) of all or substantially all of the assets of the Bank or Corporation.
Noncompete Executive agrees that: (a) During the Employment Period and, in the event (i) the Company terminates Executive's employment for Cause, or (ii) Executive terminates his employment without Good Reason, for a one (1) year period thereafter, Executive shall not, directly or indirectly, within the continental United States, engage in, or own, invest in, manage or control any venture or enterprise primarily engaged in any office-service, flex, or office property development, acquisition or management activities without regard to whether or not such activities compete with the Company. Nothing herein shall prohibit Executive from being a passive owner of not more than five percent (5%) of the outstanding stock of any class of securities of a corporation or other entity engaged in such business which is publicly traded, so long as he has no active participation in the business of such corporation or other entity. Moreover, the foregoing limitations shall not be deemed to restrict or otherwise limit Executive from conducting real estate development, acquisition or management activities with respect to the Excluded Properties, if any, provided that during the Employment Period the performance of such activities does not prevent Executive from devoting substantially all of his business time to the Company. (b) If, at the time of enforcement of this Paragraph 13, a court shall hold that the duration, scope, area or other restrictions stated herein are unreasonable, the parties agree that reasonable maximum duration, scope, area or other restrictions may be substituted by such court for the stated duration, scope, area or other restrictions and upon substitution by such court, this Agreement shall be automatically modified without further action by the parties hereto. (c) For purposes of this Paragraph 13, the Company shall be deemed to include any entity which is controlled, directly or indirectly, by the Company and any entity of which a majority of the economic interest is owned, directly or indirectly, by the Company.
Noncompetition During the Term and for a period of 12 months following the termination of the Executive’s employment (the “Restricted Period”), the Executive shall not, anywhere in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to (i) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or (ii) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity (x) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or (y) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment. Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts. Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a) to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment. To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment.
Nonsolicitation During Executive’s Company Employment and for eighteen (18) months following the termination of such employment for any reason, Executive shall not, directly or indirectly, either by himself or by providing substantial assistance to others (i) solicit any employee of the Company to terminate employment with the Company, or (ii) employ or seek to employ, or cause or assist any other person, company, entity or business to employ or seek to employ, any individual who was an employee of Company as of Executive’s Date of Termination.
Employment; Noncompetition; Nondisclosure The Manager has not been notified that any of its executive officers or key employees named in the General Disclosure Package (each, a “Company-Focused Professional”) plans to terminate his or her employment with the Manager or Colony, as the case may be. Neither the Manager nor, to the knowledge of the Manager, any Company-Focused Professional is subject to any noncompete, nondisclosure, confidentiality, employment, consulting or similar agreement that would be violated by the present or proposed business activities of the Company or the Manager as described in the Registration Statement, the General Disclosure Package and the Prospectus.
Noncompete Provisions (a) The Sub-Adviser hereby agrees that, the Sub-Adviser will: (i) waive enforcement of any noncompete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and (ii) not become a party to any noncompete agreement or other agreement or arrangement that restricts, limits or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services. (b) Notwithstanding any termination of this Agreement, the Sub-Adviser’s obligations under this Paragraph 12 shall survive.
Non-Compete/Non-Solicit Except as described in the Registration Statement, the Statutory Prospectus and the Prospectus, to the Company’s knowledge, none of the Sponsor, officers, directors or director nominees of the Company is subject to a non-competition agreement or non-solicitation agreement with any employer or prior employer that could materially affect its, his or her ability to be and act in the capacity of shareholder, officer or director of the Company, as applicable.
Nonsolicitation of Employees While employed by the Company and for a period of six (6) months thereafter, Executive shall not directly or indirectly, for himself or for any other person, firm, corporation, partnership, association or other entity, attempt to employ or enter into any contractual arrangement with any employee or former employee of the Company, unless such employee or former employee has not been employed by the Company for a period in excess of six months.
NONSOLICITATION; NONINTERFERENCE (i) During Executive’s employment with Cue and for a period of 24 months thereafter, Executive shall not, except in the furtherance of Executive’s duties with Cue, directly or indirectly, individually or on behalf of any other person or entity, (i) solicit, aid or induce any customer of Cue or its Affiliates with whom Executive had meaningful business contact to purchase goods or services then sold by Cue or its Affiliates from another person or entity or assist or aid any other person or entity with whom Executive had meaningful business contact in identifying or soliciting any such customer, or (ii) interfere, or aid or induce any other person or entity with whom Executive had meaningful business contact in interfering, with the relationship between Cue or its Affiliates and any of their respective vendors, customers, joint venturers, licensees or licensors. (ii) During Executive’s employment with Cue and for a period of 24 months thereafter, Executive shall not, except in the furtherance of Executive’s duties with Cue, directly or indirectly, individually or on behalf of any other person or entity, solicit, aid or induce any employee, consultant, representative or agent of Cue or its Affiliates (or any employee, consultant, representative or agent who has left the employment or retention of Cue or its Affiliates less than one year prior to the date that Executive solicits, aids or induces such person or entity (a “Covered Person”)) to any other person or entity unaffiliated with Cue or hire or retain any such employee, consultant, representative or agent or any Covered Person, or take any action to materially assist or aid any other person or entity in identifying, hiring or soliciting any such employee, consultant, representative or agent or any Covered Person.

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