Noncompetition and Non-solicitation. (a) During Executive’s employment with the Company and for a period of 12 months after the termination of Executive’s employment with the Company for any reason or for no reason, Executive will not directly or indirectly, absent the Company’s prior written approval, render services of a business, professional or commercial nature to any other person or entity in the area of trace explosives detection or such other services or products provided by the Company at the time employment terminates in any geographical area where the Company does business at the time this covenant is in effect, whether such services are for compensation or otherwise, whether alone or in conjunction with others, as an employee, as a partner, or as a shareholder (other than as the holder of not more than 1% of the combined voting power of the outstanding stock of a public company), officer or director of any corporation or other business entity, or as a trustee, fiduciary or in any other similar representative capacity.
(b) During the Executive’s employment with the Company and for a period of 12 months after the termination of Executive’s employment for any reason or for no reason, Executive will not, directly or indirectly, recruit, solicit or induce, or attempt to recruit, solicit or induce any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company.
(c) During the Executive’s employment with the Company and for a period of 12 months after termination of Executive’s employment for any reason or for no reason, Executive will not, directly or indirectly, contact, solicit, divert or take away, or attempt to solicit, contact, divert or take away, the business or patronage of any of the clients, customers or accounts, or prospective clients, customers or accounts, of the Company.
Noncompetition and Non-solicitation a. By entering into this Agreement, you acknowledge the Confidential Information has been and will be developed and acquired by the Company by means of substantial expense and effort, that the Confidential Information is a valuable asset of the Company, that the unauthorized disclosure or misuse of the Confidential Information to anyone would cause substantial and irreparable injury to the Company.
b. In exchange for the consideration specified in Section 2 of this Agreement, the adequacy of which you expressly acknowledge, you agree that during your employment by the Company, and for a period of twelve (12) months following your separation, you shall not, directly or 7800 Walxxx Xxxxxxx / New Albany OH / 43054 indirectly, as an owner, shareholder, officer, employee, manager, consultant, independent contractor, or otherwise:
i. Directly or indirectly call on, induce, solicit or take away, or attempt to call on, induce, solicit, or take away, in connection with or on behalf of any activity in competition with the Company’s then-current business, any person or entity who was a vendor, customer, or prospective customer of the Company, for the purpose or result that the vendor, customer, or prospective customer purchase from, use or employ the products or services of any person or entity other than the Company; or
ii. Contact any employee of the Company for the purpose of discussing or suggesting that such employee resign from employment with the Company for the purpose of becoming employed elsewhere or provide information about individual employees of the Company or personnel policies or procedures of the Company to any person or entity, including any individual, agency or company engaged in the business of recruiting employees, executives or officers; or
iii. Own, manage, operate, join, control, be employed by, consult with or participate in the ownership, management, operation or control of, or be connected with (as a stockholder, partner, or otherwise), any business, individual, partner, firm, corporation, or other entity that competes or plans to compete, directly or indirectly, with the Company, its products, or any division, subsidiary or affiliate of the Company; provided, however, that your “beneficial ownership,” either individually or as a member of a “group,” as such terms are used in Rule 13d of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of not more than two percent (2%) of the vot...
Noncompetition and Non-solicitation. Executive acknowledges that he will be a member of executive and management personnel at the Company.
Noncompetition and Non-solicitation. During my employment with the Company and for a period of 12 months after the termination of my employment with the Company for any reason, I shall not, without the Company’s prior written consent, on my own behalf, or as owner, manager, stockholder, consultant, director, officer, or employee of any business entity (except as a holder of not more than three (3%) percent of the stock of a publicly held company) participate in any capacity in any business activity that is in direct competition with any of the products or services being developed, marketed, distributed, planned, sold or otherwise provided by the Company or its affiliates at the time of, or during the 12 months preceding, my termination. During my employment with the Company and for a period of 12 months after the termination of my employment with the Company for any reason, I shall not solicit, induce or encourage any employee of the Company to terminate his or her employment with the Company.
Noncompetition and Non-solicitation. While employed by the Company and for a period of twelve (12) consecutive months thereafter, you will not, directly or indirectly:
(i) Contact, solicit, interfere with, or divert, or induce or attempt to contact, solicit, interfere with or divert, any of the Company’s customers;
(ii) Participate or engage in (as an owner, partner, employee, officer, director, independent contractor, consultant, advisor or in any other capacity calling for the rendition of services, advice, or acts of management, operation or control) any business engaged in the manufacture of railcars in North America; and
(iii) Solicit or induce or attempt to solicit or induce, by or for yourself, or as the agent of another, or through others as an agent in any way, any person who is employed by the Company for the purpose of encouraging that employee to join you as a partner, agent, employee or otherwise in any business activity which is competitive with the Company.
Noncompetition and Non-solicitation. The Executive acknowledges and agrees that during the course of his employment with the Company, he has acquired valuable information as to the nature and character of the Business and requirements of the Customers, which information is unique and proprietary to the Company. The Executive covenants and agrees that during the Time Period he will not, directly or indirectly, on behalf of himself or on behalf of any Person: (i) call upon any of the Customers who were such at any time during the twelve-month period ending on the Executive’s Termination Date for the purpose of providing any product or service similar to that provided by the Company or its affiliates or solicit, divert or take away or attempt to solicit, divert or take away any of such Customers; (ii) induce or attempt to induce any Customer who was such at any time during the twelve-month period ending on the Executive’s Termination Date to patronize any Person that is engaged in a business similar to the Business; (iii) engage in any business within the Trade Area which is similar to the Business; and (iv) induce or attempt to induce any employee of the Company to leave the employ of the Company. In addition, during the Time Period and within the Trade Area, the Executive shall not be (a) the owner of an equity or ownership interest in any Person, (b) an officer, director or employee of any Person or (c) a consultant to any Person which conducts the Business.
Noncompetition and Non-solicitation. (a) The Employee agrees that until July 14, 2007, he shall not:
(i) compete with Stealth by developing, producing, distributing, marketing, selling or assisting any Person to develop, produce, distribute, market or sell, a product or service which is known by him to be competitive with the products or services of Stealth then existing or planned (as evidenced by Stealth’s business records) for the future; nor, for the same period, for any reason, will he accept employment from or have any other relationship with any Person which is known by him to be competitive with the products or services of Stealth then existing or which were known by him to be planned (as evidenced by Stealth’s business records) for the future; it being agreed that, in view of the global nature of Stealth’s business, the foregoing restrictions shall apply worldwide.
(ii) employ or solicit, or receive or accept the performance of any services by, any employee, consultant or contractor known by him to be employed by and/or engaged by Stealth, or any such person whose employment or engagement with Stealth is known by him to have terminated within the six (6) month period prior to July 14, 2007.
(iii) solicit, entice away or divert any person or entity who is then a customer or supplier of, or provider of services to Stealth and who was a customer or supplier of, or provider of services to, Stealth at any time within the twelve (12) month period prior to the July 14, 2007.
(b) If any provision contained in this Section 8 will for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Section 8, but this Section 8 will be construed as if such invalid, illegal or unenforceable provision had never been contained herein. It is the intention of the parties that if any of the restrictions or covenants contained herein is held to cover a geographic area or to be for a length of time which is not permitted by applicable law, or in any way construed to be too broad or to any extent invalid, such provision will not construed to be null, void and of no effect, but to the extent such provision would be valid or enforceable under applicable law, a court of competent jurisdiction will construe and interpret or reform this Section 8 to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as will be valid an...
Noncompetition and Non-solicitation. Employee hereby acknowledges that it is necessary for the General Partner to protect its trade secrets, Confidential Information, and goodwill and other business interests. Employee acknowledges and agrees that the General Partner would be irreparably damaged if Employee, given his important position and intimate knowledge of the General Partner’s business and strategic plans, were to breach or otherwise violate this Section 6 and that any such breach or violation would result in a significant and material loss of goodwill by the General Partner. Therefore, Employee agrees that:
(a) While employed by the Company as CEO of the General Partner, Employee shall not in any area: (i) where Employee has conducted business for the General Partner; or (ii) where Employee has gained knowledge of Confidential Information of the General Partner by virtue of his position as CEO (the "Restricted Territory"), directly or indirectly own, manage, control, participate in, consult with, render services for, or in any other manner engage in the business of providing, directly or indirectly: (x) marine and other transportation (including the provision of tank trucking services to third parties), terminalling, refining, processing, distribution and midstream logistical services for hydrocarbon products and by-products, including, without limitation, the refining of crude oil into various grades and quantities of naphthenic lubricants, distillates, asphalt flux and other intermediate cuts, (y) manufacturing and marketing fertilizers and related sulfur-based products and (z) lubricants blending and packaging business (collectively, the "Business"); provided that nothing herein shall prohibit Employee from (i) being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly traded so long as Employee does not have any active participation in the business of such corporation, or (ii) remaining an employee of the Company or assisting the Company with its business after the Termination Date. Employee acknowledges that the Business has been and may be conducted throughout the Restricted Territory and that the geographic restrictions set forth above are reasonable and necessary to protect the goodwill of the Business.
(b) During the Employment Term and for a period of twenty-four (24) months after Employee’s termination of employment, except on behalf of the General Partner, Employee shall not, directly or indirectly through another Per...
Noncompetition and Non-solicitation. The Executive acknowledges and agrees that during the course of his employment with the Company, he has acquired valuable information as to the nature and character of the Business and requirements of the Customers, which information is unique and proprietary to the Company. The Executive covenants and agrees that during the Time Period he will not, directly or indirectly, on behalf of himself or on behalf of any Person: (i) call upon any of the Customers for the purpose of providing services or solicit, divert or take away or attempt to solicit, divert or take away any of the Customers; (ii) induce or attempt to induce any Customer to patronize any Person that is engaged in a business similar to the Business; (iii) engage in any business within the Trade Area which is similar to the Business; and (iv) induce or attempt to induce any employee of the Company to leave the employ of the Company. In addition, during the Time Period and within the Trade Area, the Executive shall not be (a) the owner of an equity or ownership interest in any Person, (b) an officer, director or employee of any Person or (c) a consultant to any Person which conducts the Business.
Noncompetition and Non-solicitation. In consideration of the benefits in this offer letter:
(A) You agree that while you are employed by the Company and for a period of 12 months after the termination or cessation of such employment in the event Idenix terminates your employment for reasons other than cause or you terminate your employment for Good Reason, you will not directly or indirectly:
(i) in the geographic area where the Company does business, has done business, or plans to do business at the time of the termination or cessation of your employment, engage or assist others in engaging in any business or enterprise (whether as an owner, partner, officer, director, employee, consultant, investor, lender or otherwise) that is competitive with the Company’s business. For purposes of this offer, the term “Competitive Business” shall mean a commercial, for profit entity that discovers, develops and commercializes therapeutics for the treatment of HBV, HCV and HIV; provided that the passive ownership of not more than 1% of the outstanding stock of a publicly-held company shall not, by itself, violate this provision; or
