Noncompetition Covenants. (a) Employee agrees that the noncompetition covenants contained in this Paragraph 4 are a material and substantial part of this Agreement.
(b) Employee covenants that during Employee’s employment with Company and for three months following the termination of Employee’s employment (regardless of the reason for the termination) the Employee shall not, directly or indirectly, without the prior express written consent of Company, do any of the things set forth in item (i) through (v) below:
(i) engage, as an officer, director, shareholder, owner, partner, joint venturer, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant, advisor or sales representative, in the personal security device industry or in the car wash services industry within the United States (the “Territory”);
(ii) call upon any person who is, at the time of the contact, an employee of Company or its affiliates, if the purpose and intent of the contact is to entice such employee away from or out of the employ of Company or its affiliates;
(iii) call upon any person or entity which is, at the time of the contact, a customer of the Company or its affiliates for the purpose of soliciting or selling any of the items or services which are the items or services offered by the Company or its affiliates;
(iv) disclose the identity of the customers of Company or its affiliates, whether in existence or proposed, to any person, firm, partnership, corporation or other entity whatsoever, for any reason or purpose whatsoever; or
(v) promote, or assist, financially or otherwise, any person, firm, partnership, corporation or other entity whatsoever to do any of the above. For the purposes of this Agreement, the term “affiliates” shall mean one or more of: (A) each subsidiary of Company, and (B) each other entity under the direct or indirect control of the Company.
(c) The Company will sustain significant losses and damages, if Employee breaches the covenants in this Paragraph 4. There is no adequate monetary remedy for the immediate and irreparable damage that would be caused to Company by Employee’s breach of its non-competition covenants. Employee agrees that, in the event of a breach by him of the foregoing covenants, such covenants may be enforced by Company by, without limitation, injunctions and restraining orders.
(d) It is agreed by the parties that the covenants in this Paragraph 4 impose a reasonable restraint on Employee in light of the activities and busine...
Noncompetition Covenants. Seller and each of the Stockholders, jointly and severally, agree that for a period of five years following the date of Closing, none of them shall directly or indirectly, through a subsidiary or affiliate, without the prior express written consent of Buyer:
(i) engage, whether as a corporation on its own account, or as an officer, director, shareholder, owner, partner, joint venturer, investor, agent, or in a managerial capacity, whether as an employee, independent contractor, consultant or advisor, or as a sales representative, in the business of: siting, developing, constructing, permitting or operating a facility for the processing, treatment or disposal of non-hazardous liquid waste (including, without limitation, waste oil, waste water, grease trap waste, grit trap waste and oil contaminated water); siting, developing, constructing, permitting or operating a facility for the processing, treatment and disposal of non-hazardous oilfield waste (including, without limitation, chlorides, heavy metals, cuttings, contaminated soils, drilling fluids and pit sludges); and transportation or collection of any such materials, in each case within a radius of 100 air miles of San Antonio, Texas (the "Territory");
(ii) call upon any person who is, at that time, within the Territory, an employee of Buyer in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of Buyer;
(iii) call upon any person or entity which is, at that time, or which has been, within one year prior to that time, a customer of Seller or Buyer, as the case may be, within the Territory for the purpose of: siting, developing, constructing, permitting or operating a facility for the processing, treatment or disposal of non-hazardous liquid waste (including, without limitation, waste oil, waste water, grease trap waste, grit trap waste and oil contaminated water); siting, developing, constructing, permitting or operating a facility for the processing, treatment and disposal of non-hazardous oilfield waste (including, without limitation, chlorides, heavy metals, cuttings, contaminated soils, drilling fluids and pit sludges); and transportation or collection of any such materials, in each case within the Territory;
(iv) call upon any prospective acquisition candidate, on their own behalf or on behalf of any competitor, which candidate was either called upon by Seller or Stockholders or for which Seller or Stockholders made an acquisition analy...
Noncompetition Covenants. Employee further agrees that during the period of employment by the Company and for a period of two (2) years thereafter, regardless of the reason for the termination of such employment, Employee will not, directly or indirectly, whether alone or as a partner, joint venturer, officer, director, consultant, employee, independent contractor or stockholder of any company or business organization, engage in any business activity and/or accept employment with any person or entity, which is or may be directly or indirectly in competition with the products or services being marketed, promoted, distributed, developed, planned, sold or otherwise provided by the Company. The ownership by Employee of not more than one percent of the shares of capital stock of any corporation having a class of equity securities traded on a national securities exchange shall not be deemed, in and of itself, to violate this section.
Noncompetition Covenants. (a) The Executive acknowledges that the Executive’s employment with a competitor of the Company Group within a reasonable time following the termination of the Executive’s employment with the Company Group would create a substantial likelihood that the Executive would inevitably disclose or use, to the detriment of the Company Group, Confidential Material, and that it is essential to the Company Group’s legitimate business interests and also to free and fair competition in the industry within which the Company Group does business, to protect the Company Group’s Confidential Material from disclosure.
(b) The risk of inevitable disclosure is particularly applicable to any such employment by the Executive with those competitors of the Company Group that are similar in operation, service, missions and markets to the Company Group (“Principal Competitors”). As of the date of this Agreement, the Principal Competitors are: Lincare Holdings, Inc.; Rotech Healthcare, Inc.; American HomePatient, Inc.; Coram Healthcare Corporation; Option Care, Inc.; Pacific Pulmonary Services Corporation; LifeCare Solutions, Inc.; and the home healthcare businesses of Air Products & Chemicals, Inc. and Praxair, Inc. and their respective parent, affiliated and subsidiary companies.
(c) In order avoid the disclosure by the Executive of the Company’s trade secrets or other Confidential Material to those businesses that could most adversely affect the performance of the Company Group and damage its goodwill, the Executive agrees that, during the period of the Executive’s employment by the Company and for a period of one year following the date on which the Executive’s employment with the Company Group terminates for any reason (the “Post-Termination Period”), the Executive will not engage, directly or indirectly, in business with or work with or for, whether as an owner, employee, consultant or otherwise, any Principal Competitor; provided, however, that this restriction shall not prevent the Executive from owning less than 1% of any class of publicly-traded securities (or other equity interests held through a publicly-traded mutual fund or similar investment) of a Principal Competitor following the termination of the Executive’s employment with the Company. The Executive expressly acknowledges and agrees that the foregoing restriction is reasonable and necessary in order to protect the Confidential Material of the Company Group. The phrase “engage, directly or indirectly” means engagin...
Noncompetition Covenants. During the period beginning on the Closing Date and ending on the fifth (5th) anniversary of the Closing Date, except with the Buyer's prior written consent, Seller shall not, directly or indirectly, in any capacity, at any location worldwide:
Noncompetition Covenants. 31 Section 7.1
Noncompetition Covenants. In consideration for the benefits provided by this Agreement and the corresponding Restricted Stock Unit Award provided to you and the Shares issuable to you upon conversion of Vested Units, which would not have been granted absent your consent to the covenant to not compete outlined in this Section 15, you agree that for so long as you are employed by the Company and for a period of six (6) months following the final day of your employment with the Company, you shall not directly or indirectly, own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, those companies (or such companies’ successors or assigns) listed in the “Competition” section of the Company’s most recent Form 10-K or 10-Q filing with the Securities and Exchange Commission (or any similar such section), or provide services or goods provided by the Company as of the effective date of your termination of employment. Notwithstanding any provision of this Agreement to the contrary, any violation by you of this Section 15 shall result in the forfeiture by you of all Units and you shall be obligated to return all Shares that may have been issued to you upon conversion of Vested Units; provided that, if you no longer hold such Shares, you shall be obligated to pay to the Company an amount in cash equal to the Fair Market Value of the Common Stock on the date of your violation of this Section 15. All determinations regarding enforcement, waiver or modification of this Section 15 shall be made in the Company’s sole discretion. Determinations made under this Section 15 need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated. You agree that this Section 15 is reasonable and agree not to challenge the reasonableness of this Section 15, even where forfeiture is the penalty for violation.
Noncompetition Covenants. During my employment with the Company, I ------------------------ will devote my full time and best efforts to the business of the Company. I further agree that during the period of my employment by the Company and for a period of one (1) year thereafter, regardless of the reason for the termination of such employment, I will not, directly or indirectly, whether alone or as a partner, joint venturer, officer, director, consultant, employee, independent contractor or stockholder of any company or business organization, engage in any business activity and/or accept employment with any person or entity, which is or may be directly or indirectly in competition with the products or services being marketed, promoted, distributed, developed, planned, sold or otherwise provided by the Company. The ownership by me of not more than one percent of the shares of capital stock of any corporation having a class of equity securities traded on a national securities exchange or on NASDAQ shall not be deemed, in and of itself, to violate this section.
Noncompetition Covenants. Neither DeSoto nor Metroplex is subject to any noncompetition covenant or other similar agreement restricting its ability to engage in competitive businesses. Following the Closing, THVG2 and its Affiliates will not be subject to any such noncompetition covenant or restrictive agreement by virtue of THVG2's acquisition of the USP Assets.
Noncompetition Covenants. Following the Closing, THVG1 and its Affiliates (including the Baylor Limited Partnership) will not be subject to any noncompetition covenant or other similar agreement by virtue of the Baylor Limited Partnership's acquisition of the Baylor Center Assets.
