Common use of Noncompete Clause in Contracts

Noncompete. Executive acknowledges and agrees with the Corporation and the LLC that in the course of his employment with the Corporation he shall become familiar with the Corporation's trade secrets and with other Confidential Information concerning the Corporation and the LLC and their respective affiliates, that Executive's services to the Corporation and the LLC are unique in nature and of an extraordinary value to the Corporation and the LLC, and that the Corporation and the LLC would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the LLC or the Corporation or engaged in a similar business. In connection with the issuance to Executive of the Executive Securities hereunder, in consideration of and as an inducement to the LLC's and the Corporation's entering into this Agreement and the Corporation's agreeing to issue the Tier I and Tier II Options to Executive and to assume the obligations of the LLC upon dissolution thereof, and in further consideration of the Noncompete Compensation (as defined below), Executive accordingly covenants and agrees with the Corporation and the LLC that during the Noncompete Period (as defined below), Executive shall not, directly or indirectly, either for himself or for or through any other individual, corporation, partnership, joint venture or other entity, participate in any business or enterprise conducting or proposing to conduct business in any Covered State which engages or proposes to engage in the provision of telecommunications services or in any other business similar to or competitive with any business engaged in by the Corporation during the period of time in which Executive is employed by the Corporation. For purposes of this Agreement, (i) the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or other business entity (whether as a director, officer, manager, representative, supervisor, employee, agent, consultant or otherwise), other than ownership of up to 2% of the outstanding stock of any class which is publicly

Noncompete. Executive acknowledges and agrees with the Corporation and the LLC Company that in the course of his employment with the Corporation Company he shall become familiar with the CorporationCompany's trade secrets and with other Confidential Information concerning the Corporation and the LLC and their respective affiliatesCompany, that Executive's services to the Corporation and the LLC Company are unique in nature and of an extraordinary value to the Corporation and the LLCCompany, and that the Corporation and the LLC Company would be irreparably damaged if Executive were to provide similar services to any person or entity competing directly with the LLC or the Corporation or engaged in a similar businessCompany. In connection with the issuance to Executive of the Executive Securities hereunder, in consideration of and as an inducement to the LLC's and the CorporationCompany's entering into this Agreement and the Corporation's agreeing to issue the Tier I and Tier II Options to Executive and to assume the obligations of the LLC upon dissolution thereof, and in further consideration of the Noncompete Compensation (as defined below)Agreement, Executive accordingly covenants and agrees with the Corporation and the LLC Company that during the Noncompete Period (as defined below), Executive shall not, directly or indirectly, either for himself or for or through any other individual, corporation, partnership, joint venture or other entity, participate in any business or enterprise conducting or proposing to conduct business in any Covered State MSA which engages or proposes to engage in the provision of competitive local exchange telecommunications services or in any other business similar to or competitive with any business engaged in by the Corporation during the period of time in which Executive is employed by the Corporationservices. For purposes of this Agreement, (i) the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or and other business entity (whether as a director, officer, manager, representative, supervisor, employee, agent, consultant or otherwise), other than ownership of up to 2% of the outstanding stock of any class company (public or private) wherein Executive has no material involvement in the management (other than as an independent director for which Executive receives no or only nominal cash compensation), (ii) the term "MSA" means metropolitan statistical area and (iii) the term "Covered MSA" means (1) any MSA in which the Company is publiclyengaged in business or has at any time had an Approved Business Plan (as defined in the Stock Purchase Agreement) to engage in business. Executive agrees that this covenant is reasonable with respect to its duration, geographical area and scope.

Noncompete. Executive acknowledges and agrees with the Corporation and the LLC that in the course of his employment with the Corporation he shall become familiar with the Corporation's trade secrets and with other Confidential Information concerning the Corporation and the LLC and their respective affiliates, that Executive's services to the Corporation and the LLC are unique in nature and of an extraordinary value to the Corporation and the LLC, and that the Corporation and the LLC would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the LLC or the Corporation or engaged in a similar business. In connection with the issuance to Executive of the Executive Securities hereunder, in consideration of and as an inducement to the LLC's and the Corporation's entering into this Agreement and the Corporation's agreeing to issue the Tier I and Tier II Options to Executive and to assume the obligations of the LLC upon dissolution thereof, and in further consideration of the Noncompete Compensation (as defined below), Executive accordingly covenants and agrees with the Corporation and the LLC that during the Noncompete Period (as defined below), Executive shall not, directly or indirectly, either for himself or for or through any other individual, corporation, partnership, joint venture or other entity, participate in any business or enterprise conducting or proposing to conduct business in any Covered State which engages or proposes to engage in the provision of telecommunications services or in any other business similar to or competitive with any business engaged in by the Corporation during the period of time in which Executive is employed by the Corporation. For purposes of this Agreement, (i) the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or other business entity (whether as a director, officer, manager, representative, supervisor, employee, agent, consultant or otherwise), other than ownership of up to 2% of the outstanding stock of any class which is publicly.

Noncompete. Executive acknowledges and agrees with the Corporation Company and the LLC that in the course of his employment with the Corporation Company he shall become familiar with the CorporationCompany's trade secrets and with other Confidential Information concerning the Corporation Company and the LLC and their respective affiliatesLLC, that Executive's services to the Corporation Company and the LLC are unique in nature and of an extraordinary value to the Corporation Company and the LLC, and that the Corporation Company and the LLC would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the LLC or the Corporation Company or engaged in a similar business. In connection with the issuance to Executive of the Executive Securities securities hereunder, in consideration of and as an inducement to the LLC's and the CorporationCompany's entering into this Agreement and the CorporationCompany's agreeing to issue the Tier I and Tier II Options to Executive and to assume the obligations of the LLC upon dissolution and liquidation thereof, and in further consideration of the Noncompete Compensation (as defined below), Executive accordingly covenants and agrees with the Corporation Company and the LLC that during the Noncompete Period (as defined below), Executive shall not, directly or indirectly, either for himself or for or through any other individual, corporation, partnership, joint venture or other entity, participate in any business or enterprise conducting or proposing to conduct business in any Covered State MSA which engages or proposes to engage in the provision of telecommunications services or in any other business similar to or competitive with any business engaged in by the Corporation during the period of time in which Executive is employed by the Corporationservices. For purposes of this Agreement, (i) the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or and other business entity (whether as a director, officer, manager, representative, supervisor, employee, agent, consultant or otherwise), other than ownership of up to 2% of the outstanding stock of any class which is publiclypublicly traded, (ii) the term "MSA" means metropolitan statistical area and (iii) the term "Covered MSA" means (1) any MSA

Noncompete. Executive acknowledges and agrees with the Corporation Company and the LLC that in the course of his employment with the Corporation Company he shall become familiar with the CorporationCompany's trade secrets and with other Confidential Information concerning the Corporation Company and the LLC and their respective affiliatesLLC, that Executive's services to the Corporation Company and the LLC are unique in nature and of an extraordinary value to the Corporation Company and the LLC, and that the Corporation Company and the LLC would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the LLC or the Corporation Company or engaged in a similar business. In connection with the issuance to Executive of the Executive Securities securities hereunder, in consideration of and as an inducement to the LLC's and the CorporationCompany's entering into this Agreement and the CorporationCompany's agreeing to issue the Tier I and Tier II Options to Executive and to assume the obligations of the LLC upon dissolution and liquidation thereof, and in further consideration of the Noncompete Compensation (as defined below), Executive accordingly covenants and agrees with the Corporation Company and the LLC that during the Noncompete Period (as defined below), Executive shall not, directly or indirectly, either for himself or for or through any other individual, corporation, partnership, joint venture or other entity, participate in partici pate xx any business or enterprise conducting or proposing to conduct business in any Covered State MSA which engages or proposes to engage in the provision of telecommunications services or in any other business similar to or competitive with any business engaged in by the Corporation during the period of time in which Executive is employed by the Corporationservices. For purposes of this Agreement, (i) the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietorpro prietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or and other business entity (whether as a director, officer, manager, representative, supervisor, employee, agent, consultant or otherwise), other than ownership of up to 2% of the outstanding stock of any class which is publiclypublicly traded, (ii) the term "MSA" means metropolitan statistical area and (iii) the term "Covered MSA" means (1) any MSA in which the Company is engaged in business or has at any time had an Approved Business Plan (as defined in the Stock Purchase Agreement) to engage in business, (2) the MSAs which include Dallas, New York, Atlanta, Chicago and Los Angeles (the "Top Five MSAs"), (3) from and after the time at which there are Approved Business Plans for each of the Top Five MSAs, each of the MSAs which include Boston, Cleveland, Denver, Detroit, Houston, Miami, Northern New Jersey, Phoenix, Philadelphia, St. Louis, San Diego, San Francisco, San Jose, Xxattle and Washington, D.C. and (4) any other MSA for which a business plan has been submitted to the Company pursuant to the Stock Purchase Agreement on or prior to the termination of Executive's Employment or for which Company personnel have taken substantial steps towards completing, provided, that any such MSA under this clause (4) shall cease to be a Covered MSA if such business plan does not become an Approved Business Plan within the earlier of (x) 180 days after such submission and (y) 180 days after the termination of Executive's Employment, and, in each case, the Company's management and the LLC have attempted in good faith during such period to reach agreements that would enable such plan to become an Approved Business Plan. Notwithstanding the foregoing, the term Covered MSA shall not include any Top Five MSA which is not subject to an Approved Business Plan if business plans for at least three of such Top Five MSAs have not become Approved Business Plans prior to the later of (x) the 180th day after the date on which the Company has employed a president and chief operating officer approved by the Board's Executive Committee or (y) the 180th day after business plans for each of the Top Five MSAs have been submitted to the Company and the LLC for approval pursuant to the Stock Purchase Agreement (which business plans are eligible to qualify as Approved Business Plans because, among other things, they specify each of the items required under Section 3A of the Stock Purchase Agreement to be specified in an Approved Business Plan and do not require equity capital beyond the Maximum Commitment (as defined in the Stock Purchase Agreement), and Executive has worked in good faith to seek to have such plans become Approved Business Plans by such time. Executive agrees that this covenant is reasonable with respect to its duration, geographical area and scope.

Noncompete. Executive acknowledges and agrees with the Corporation Company and the LLC that in the course of his employment with the Corporation Company he shall become familiar with the CorporationCompany's trade secrets and with other Confidential Information concerning the Corporation Company and the LLC and their respective affiliatesLLC, that Executive's services to the Corporation Company and the LLC are unique in nature and of an extraordinary value to the Corporation Company and the LLC, and that the Corporation Company and the LLC would be irreparably damaged if Executive were to provide similar services to any person or entity competing with the LLC or the Corporation Company or engaged in a similar business. In connection with the issuance to Executive of the Executive Securities securities hereunder, in consideration of and as an inducement to the LLC's and the CorporationCompany's entering into this Agreement and the CorporationCompany's agreeing to issue the Tier I and Tier II Options to Executive and to assume the obligations of the LLC upon dissolution and liquidation thereof, and in further consideration of the Noncompete Compensation (as defined below), Executive accordingly covenants and agrees with the Corporation Company and the LLC that during the Noncompete Period (as defined below), Executive shall not, directly or indirectly, either for himself or for or through any other individual, corporation, partnership, joint venture or other entity, participate in any business or enterprise conducting or proposing to conduct business in any Covered State MSA which engages or proposes to engage in the provision of telecommunications services or in any other business similar to or competitive with any business engaged in by the Corporation during the period of time in which Executive is employed by the Corporationservices. For purposes of this Agreement, (i) the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, joint venture or and other business entity (whether as a director, officer, manager, representative, supervisor, employee, agent, consultant or otherwise), other than ownership of up to 2% of the outstanding stock of any class which is publiclypublicly traded, (ii) the term "MSA" means metropolitan statistical area and (iii) the term "Covered MSA" means (1) any MSA in which the Company is engaged in business or has at any time had an Approved Business Plan (as defined in the Stock Purchase Agreement) to engage in business, (2) the MSAs which include Dallas, New York, Atlanta, Chicago and Los Angeles (the "Top Five MSAs"), (3) from and after the time at which there are Approved Business Plans for each of the Top Five MSAs, each of the MSAs which include Boston, Cleveland, Denver, Detroit, Houston, Miami, Northern New Jersey, Phoenix, Philadelphia, St. Louis, San Diego, San Francisco, San Jose, Xxattle and Washington, D.C. and (4) any other MSA for which a business plan has been submitted to the Company pursuant to the Stock Purchase Agreement on or prior to the termination of Executive's Employment or for which Company personnel have taken substantial steps towards completing, provided, that any such MSA under this clause (4) shall cease to be a Covered MSA if such business plan does not become an Approved Business Plan within the earlier of (x) 180 days after such submission and (y) 180 days after the termination of Executive's Employment, and, in each case, the Company's management and

Noncompete. Executive acknowledges (a) As further consideration for the purchase of the Transferred Assets and agrees with assumption of the Corporation Assumed Liabilities by Purchasers, for a period beginning on the Closing Date and ending on the LLC that in third (3rd) anniversary of the course of his employment with Closing Date (the Corporation he shall become familiar with the Corporation's trade secrets and with other Confidential Information concerning the Corporation and the LLC and their respective affiliates“Restriction Period”), that Executive's services to the Corporation and the LLC are unique in nature and of an extraordinary value to the Corporation and the LLCSeller will not, and that the Corporation will use its best efforts to cause its directors and the LLC would Key Employees not to: (a) directly or indirectly own, have an interest in, operate, join, control, or participate in, or be irreparably damaged if Executive were to provide similar services to any person or entity competing connected with the LLC or the Corporation or engaged in a similar business. In connection with the issuance to Executive of the Executive Securities hereunder, in consideration of and as an inducement to the LLC's and the Corporation's entering into this Agreement and the Corporation's agreeing to issue the Tier I and Tier II Options to Executive and to assume the obligations of the LLC upon dissolution thereofofficer, and in further consideration of the Noncompete Compensation (as defined below)employee, Executive accordingly covenants and agrees with the Corporation and the LLC that during the Noncompete Period (as defined below)director, Executive shall not, directly or indirectly, either for himself or for or through any other individual, corporation, partnership, joint venture or other entity, participate in any business or enterprise conducting or proposing to conduct business in any Covered State which engages or proposes to engage in the provision of telecommunications services or in any other business similar to or competitive with any business engaged in by the Corporation during the period of time in which Executive is employed by the Corporation. For purposes of this Agreement, (i) the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, ownermember, stockholdermanager, partner, joint venturerinvestor, creditor or otherwisecreditor, or rendering any direct or indirect service or assistance to any individualadvisor, corporation, partnership, joint venture or other business entity (whether as a director, officer, manager, sales representative, supervisor, employee, agent, consultant or otherwise, with any business which is competitive with the Business (a “Restricted Business”), provided that Seller and any director, officer, employee or stockholder of Seller may hold and make investments in securities of any corporation, limited partnership or other than ownership entity that is listed on a national or regional securities exchange or admitted to trading privileges thereon, traded on the Nasdaq National Market System, or have been registered under Section 12 of up to 2% the Securities Exchange Act of 1934, as amended, provided that the equity interest does not exceed one percent (1%) of the outstanding stock shares or interests in such listed corporation, partnership, or other entity; or (b) solicit, divert, entice away, or in any other manner persuade or encourage or attempt to solicit, divert or entice away (i) any actual or prospective customer of the Business to become a customer of any class third party engaged in a Restricted Business or (ii) any customer, supplier, licensee, licensor, consultant or other business relation of the Business during the Restriction Period to cease doing or materially reduce its business with Purchasers. The restrictions set forth in this Section 6.4 shall be effective anywhere in the world where Seller plans to operate, operates or has operated the Business. It is expressly agreed that monetary damages may be inadequate to compensate Purchasers for any breach of the covenants as set forth in this Section 6.4 and that Purchasers will be entitled to seek and obtain preliminary and permanent injunctive relief in any court of competent jurisdiction, in addition to any other remedies at law or in equity to which Purchasers may be entitled. Xxxxxx agrees that the terms and time period provided for, and the geographical area encompassed by, the covenants contained in this Section 6.4 are necessary and reasonable in order to protect Purchasers in the conduct of the Business acquired by virtue of this Agreement. The covenants contained herein shall be construed as if each covenant is publiclydivided into separate and distinct covenants. If any court or other competent tribunal having jurisdiction at any time hereafter shall hold any provision or clause of this Section 6.4 to be unreasonable as to its scope, territory or term, and if such court or tribunal in its judgment or decree shall declare or determine that scope, territory or term which such court or tribunal deems to be reasonable, then such scope, territory or term, as the case may be, shall be deemed automatically to have been reduced or modified to conform to that declared or determined by such court or tribunal to be reasonable. (b) Seller hereby waives enforcement against Purchasers and their Affiliates of any provisions contained in any agreements by and between Seller and the Key Employees, Key Consultants, Target Employees and Target Consultants which restrict the ability of such Key Employees, Key Consultants, Target Employees and Target Consultants to compete with Seller and acknowledges that either Purchaser’s or any of their Affiliates’ employment or engagement of any of the Key Employees, Key Consultants, Target Employees and Target Consultants will therefore not violate any such agreements between Seller and the Key Employees, Key Consultants, Target Employees or Target Consultants nor any agreements between Purchasers and Seller.

Noncompete. Executive Friebe acknowledges and agrees with the Corporation and the LLC agrxxx xxth Employer that in the course of his employment with the Corporation Employer, he shall become familiar with the CorporationEmployer's trade secrets and with other Confidential Information concerning the Corporation and the LLC and their respective affiliatesEmployer, that ExecutiveFriebe's services to the Corporation and the LLC are unique Employxx xxx xnique in nature and of an extraordinary value to the Corporation and the LLCEmployer, and that the Corporation and the LLC Employer would be irreparably damaged if Executive Friebe were to provide similar services simixxx xxrvices to any person or entity competing with the LLC Employer or the Corporation any of its Affiliates or engaged in a similar business. In connection with the issuance to Executive of the Executive Securities hereunder, in consideration of and as an inducement to the LLC's and the Corporation's entering Employer to enter into this Agreement and the Corporation's agreeing for Buyer to issue the Tier I and Tier II Options to Executive and to assume the obligations grant of the LLC upon dissolution thereofShares, Option Grant and in further consideration of the Noncompete Compensation (as defined below)Bonus Option Grant hereunder, Executive Friebe accordingly covenants and covenantx xxx agrees with the Corporation and the LLC Employer that during the Noncompete Period (as defined belowin Section 6.6), Executive Friebe shall not, directly or indirectlyxx xxxirectly, either for himself or for or through any other individual, corporation, partnership, joint venture or other entity, participate in any business or enterprise conducting or proposing to conduct business anywhere in any Covered State the world which engages or proposes to engage in the provision a field competitive with the field of telecommunications services or the Intellectual Property or, provided Friebe is actively engaged xx xxxh other business while, and in the course of, being employed by Employer, in any other business similar to or competitive with any business engaged in or being pursued by the Corporation Employer or any of its Affiliates during the period of time in which Executive Friebe is employed by the CorporationEmploxxx. For purposes of this Agreement, (i) the term "participate in" shall include, without limitation, having any direct or indirect interest in any corporation, partnership, joint venture or other entity, whether as a sole proprietor, owner, stockholder, partner, member, joint venturer, creditor or otherwise, or rendering any direct or indirect service or assistance to any individual, corporation, partnership, limited liability company, joint venture or other business entity (whether as a director, officer, manager, representative, supervisor, employee, agent, consultant or otherwise), other than than: (i) ownership of up to 25% of the outstanding stock of any class which is publiclypublicly traded, and (ii) interests as an equity owner in those entities owned by Friebe on the date of this Xxxxxxent and previously disclosed to Buyer and such other interests outside the fields of vascular and peripheral implants which are not competitive with the business of Employer or Buyer, or as may be approved in writing by the Chief Executive Officer of Buyer prior to the date on which Friebe acquires such interexx. Xxiebe agrees that this covxxxxx is reasonable with respect to its duration, geographical area and scope and is fully enforceable.