Noncompetition and Nonsolicitation Covenants. In consideration for -------------------------------------------- the Company's entering into this Agreement and for the payment of any benefits hereunder, Officer hereby agrees that he or she will not, during the term of his or her employment pursuant to this Agreement and the Applicable Severance Period, if any, do any of the following without the prior written consent of the Chief Executive Officer:
Noncompetition and Nonsolicitation Covenants. As used herein, the term “Restrictive Period” means the time period commencing on the Effective Date of this Agreement and ending on the second (2nd) anniversary of the date on which the Employee’s employment by the Company (or any Related Entity) expires or is terminated. The Employee agrees that, during the Restrictive Period, the Employee will not utilize his or her knowledge of the business of the Company or his or her relationships with investors, suppliers, customers, clients, or financial institutions to compete with the Company or any of the Related Entities in any business which is the same as, or similar to, any business conducted by the Company or any of the Related Entities at any time during the Restrictive Period (a “Covered Business”). Additionally, the Employee agrees that the Employee will not engage in any of the following acts anywhere in the world during the Restrictive Period:
Noncompetition and Nonsolicitation Covenants. Executive acknowledges that (i) the services of the Executive are of special, unique and extraordinary value to the Company and the Related Corporations and (ii) the Company's and the Related Corporations' ability to accomplish their purposes and to successfully compete in the marketplace depend substantially on the skills and expertise of the Executive. Executive acknowledges and agrees that the Company and the Related Corporations would be irreparably damaged if Executive were to not devote substantially all of his business time and efforts to the business and affairs of the Company and the Related Corporations during the Contract Term or were to provide directly or indirectly services to any Person competing directly or indirectly with the Company or any of the Related Corporations or were to engage in a similar a business other than as specifically permitted by this Section 4.02. Accordingly, in further consideration of the compensation to be paid by the Company to the Executive and to induce Providence to enter into the Purchase Agreement, Executive agrees, that from and after the date hereof and during the applicable Non-Compete Period, Executive will not, singly, jointly, or as an employee, agent or partner of any partnership or as an officer, agent, employee, director, stockholder (except of not more than one percent (1%) of the outstanding stock of any company listed on a national securities exchange or actively traded in the over the counter market) or investor in any other Person, or as a consultant, advisor, or independent contractor to any such Person, or in any other capacity, directly, indirectly or beneficially, anywhere in the world:
(i) own, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or work for (as an employee, agent, consultant, advisor or independent contractor), or permit the use of his name by, or provide financial or other assistance to, or be connected in any manner with, any Person, which is in the international long distance telecommunications business or other business which is in direct or indirect competition with any business conducted by the Company or any of the Related Corporations on the date hereof or at any time during the applicable Non-Compete Period;
(ii) induce or attempt to induce any individual who, on the date hereof or at any time during the applicable Non-Compete Period, is an employee of the Company or any of the Related Corporations, to terminate his...
Noncompetition and Nonsolicitation Covenants. (a) Executive covenants and agrees that during employment and, in the event Executive receives severance payments as provided in Section 8 hereof, for the longer of (x) the twelve (12) month period immediately following Executive’s Termination Date, or (y) the period immediately following Executive’s Termination Date for which Executive receives severance pay as provided in Section 8 (whether paid in a lump sum or installments) (such applicable period in clause (x) or (y) being referred to herein as the “Restricted Period”), Executive will not (except on behalf of the Company or an Affiliate), directly or indirectly, serve or act as an owner, principal, partner, employee, officer, director, stockholder or consultant (which term does not include acting in an investment banking capacity) of a Competitive Business in the Restricted Area. For purposes hereof, (i) “Competitive Business” shall mean the production homebuilding business for single family homes (whether attached or detached) and other businesses in which the Company and its Affiliates are engaged (or have prepared written plans to engage) at any time during the period between the Effective Date and the Termination Date and the business activities related to such production homebuilding business, including acquiring and developing land and related improvements, land banking, the design, construction, marketing and sale of single family homes (whether attached or detached), arranging contracts with vendors, suppliers and subcontractors, and establishing warranty services; provided, however, Competitive Business shall not include providing businesses with consulting advice and contact information with respect to lending institutions and other financing sources, but only if such businesses and
Noncompetition and Nonsolicitation Covenants. As used herein, the term “Restrictive Period” means the time period commencing on the Effective Date of this Agreement and ending on the date that is two (2) years after the date on which the Executive’s employment by the Company (or any Related Entity) expires or is terminated (for purposes of the noncompetition provisions hereunder, such termination must be for cause). The Executive agrees that, during the Restrictive Period, the Executive will not utilize his or her knowledge of the business of the Company or his or her relationships with investors, suppliers, customers, clients, or financial institutions to compete with the Company or any of the Related Entities in any business which is the same as, or similar to, any business conducted by the Company or any of the Related Entities at any time during the Restrictive Period (a “Covered Business”). Additionally, the Executive agrees that the Executive will not engage in any of the following acts anywhere within the Territory (as defined below) during the Restrictive Period:
Noncompetition and Nonsolicitation Covenants. (a) Executive covenants and agrees that during his employment with the Company and for the longer of (x) twelve (12) consecutive months thereafter, or (y) for so long as Executive is receiving payments under Section 9 hereof (the “Restricted Period”), whether or not Executive is terminated with or without Cause, or whether such termination is at the instance of Executive (with or without Good Reason) or occurs before or after expiration of the Term, Executive will not (except on behalf of the Company), directly or indirectly (including without limitation, as a proprietor, owner, principal, agent, partner, officer, director, stockholder, employee, manager, member, consultant or otherwise), anywhere in the United States and in any other geographic area in which the Company or any Affiliate of the Company conducts, or is actively engaged in pursuing, business on the Termination Date (the “Restricted Area”), compete with the Company or own, operate, manage, control, engage in, participate in, invest in, permit his name to be used by, hold any interest in, assist, aid, act as a consultant to or otherwise advise in any way, or perform any services (alone or in association with any Person (as defined below)) for any Person (or on behalf of himself) that engages in or owns, invests in, operates, manages or controls any venture or enterprise that, directly or indirectly, engages in any services or other activity (or any substantially similar service, activity or line of business) consisting of a Restricted Business. For purposes hereof, a “Restricted Business” shall mean (1) any business activity in which the Company and/or its Affiliates have engaged (or have prepared written plans to engage) at any time during the Term, including but not limited to, the purchase of land (or options therefor) for development and the construction of residential homes for resale to consumers or the purchase and rental of existing homes, or (2) any business which is similar to or is in competition with any business activity referred to in (1) above.
Noncompetition and Nonsolicitation Covenants. During Executive’s employment and during the for two (2) year period following the termination of Executive’s employment (regardless of the reasons for the termination) (the “Restricted Period”), and as a condition to the receipt of payments as provided under Section 5, Executive will not engage in the following within the Geographic Territory:
(i) on Executive’s own or another's behalf, whether as an officer, director, stockholder, partner, associate, owner, employee, consultant, advisor or otherwise:
(A) perform or provide services, or assist others to perform or provide services, for any business unit of a Competing Business that competes with the Company’s Business;
(B) engage in the Company Business in competition with the Company or any Restricted Affiliate;
(C) engage in the Company’s Business in any role that is the same as or materially similar to the role that Executive performed for the Company, in competition with the Company or any Restricted Affiliate;
(D) engage in the Company’s Business in competition with the Company or any Restricted Affiliate, in any role the performance of which would be reasonably presumed to require or involve the use or disclosure of Confidential Information;
(E) solicit or do business which is the same as, similar to or otherwise in competition with the Company’s Business from or with persons or entities: (a) who are customers of the Company or a Restricted Affiliate; (b) who Executive, or someone for whom Executive has or had management responsibility or supervision, solicited, negotiated, contracted, serviced or had contact with on the Company's or a Restricted Affiliate’s behalf; (c) who are or were customers of the Company or a Restricted Affiliate during the last year of Executive’s employment with the Company; or (d) to whom the Company had made proposals to do business at any time during Executive’s employment with the Company;
(F) offer employment to or otherwise solicit for employment or engagement (as a consultant, advisor, independent contractor or otherwise) any employee or other person who is or had been employed or engaged by the Company or an Affiliate during the last year of my employment with the Company;
(G) provide services to or become employed by any customer of the Company, or a Restricted Affiliate, with whom Executive had contact, or any individual whom Executive supervised had such contact, or for whom Executive had responsibility, or for whom any individual whom Executive supervised had res...
Noncompetition and Nonsolicitation Covenants. In consideration of the benefits and promises contained in this Agreement, the compensation and benefits provided to Executive in connection with Executive’s employment with the Company, the disclosure to Executive of confidential information, and training and development opportunities provided to Executive in connection with such employment, Executive agrees to the following restrictive covenants.
Noncompetition and Nonsolicitation Covenants. (a) Executive covenants and agrees that during his employment with the Company and for the longer of (x) the twelve-month period commencing on his Termination Date, or (y) if severance payments become due to Executive under Section 9 hereof, the date on which the last of such severance payments is due (the “Restricted Period”), whether or not Executive is terminated with or without Cause, or whether such termination is at the instance of Executive (with or without Good Reason) or occurs before or after expiration of the Term, Executive will not (except on behalf of the Company or an Affiliate), directly or indirectly, serve or act as an owner, principal, partner, employee, officer, director, stockholder or consultant (which term does not include acting as an investment banker) of a Competitive Business in the Restricted Area. For purposes hereof, (i) “Competitive Business” shall mean the production homebuilding business for single family homes (whether attached or detached) and other businesses in which the Company and its Affiliates are engaged (or have prepared written plans to engage) at any time during the Term and the business activities related to such production homebuilding business, including acquiring and developing land and related improvements, land banking, the design, construction, marketing and sale and/or rental of single family homes (whether attached or detached), arranging contracts with vendors, suppliers and subcontractors, and establishing warranty services; provided, however, Competitive Business shall not include providing access to lending institutions and other financing sources, but only if such businesses and their affiliates do not own or operate a production homebuilding business for single family homes, and (ii) the “Restricted Area” shall mean anywhere in the United States and in any other geographic area where the Company or any Affiliate is conducting, or is actively engaged in pursuing the production homebuilding business for single family homes (whether attached or detached) on the Termination Date.
Noncompetition and Nonsolicitation Covenants. The Employee agrees that the Employee shall not, during the period in which the Employee is employed by any Related Company and for one year thereafter:
(a) directly or indirectly, individually or as a consultant to, or employee, officer, director, stockholder, partner or other owner or participant in any business entity, other than a Related Company, engage in or assist any other person or entity to engage in any business that seeks to develop or commercialize any diagnostic measures or treatments based on complement inhibition for, during or at the time of termination of the Employee’s employment, anywhere in the United States, the European Union, Japan and anywhere else in the world where any Related Company does business; or
(b) directly or indirectly, individually or as a consultant to, or employee, officer, director, stockholder, partner or other owner or participant in any business entity solicit, divert or take away, or attempt to solicit, divert or take away from any Related Company, or offer employment or any consultant position to, or otherwise interfere with the business relationship of any Related Company with, (i) any person who is, or was within the one year period immediately prior to the termination of the Employee’s employment with the Company (or any other Related Company), employed by or associated with any Related Company or (ii) any person or entity who is, or was within the one year period immediately prior to the termination of the Employee’s employment with the Company (or any other Related Company), a customer or client of, supplier to or other party having material business relations with any Related Company.
