Noncompetition, etc. The Executive agrees that the Executive will not, for a period of one year from the Date of Termination of the Executive's employment by the Company (other than following a termination by the Executive for Good Reason), (i) directly or indirectly become an employee, director, consultant or advisor of, or otherwise affiliated with, any operator of farm and ranch stores in the United States, (ii) directly or indirectly solicit or hire, or encourage the solicitation or hiring of, any person who was an employee of the Company at any time on or after such Date of Termination (unless more than six months shall have elapsed between the last day of such person's employment by the Company and the first date of such solicitation or hiring), (iii) disparage the name, business reputation or business practices of the Company or any of its officers or directors, or interfere with the Company's existing or prospective business relationships, or (iv) without the written consent of the Company, disclose to any person, other than as required by law or court order, any confidential information or trade secrets obtained by the Executive while in the employ of the Company; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive) or any specific information or type of information generally not considered confidential by persons engaged in the same business as the Company. The Executive acknowledges that these restrictions are reasonable and necessary to protect the Company's legitimate interests, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of these restrictions will result in irreparable harm to the Company. The Executive agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled.
Noncompetition, etc. During the Contract Period and the extension thereof, the Director shall not, directly or indirectly, engage in or be associated with, whether as a director, officer, employee, agent, Director, shareholder, partner, owner, independent contractor or otherwise, any business, firm, corporation, partnership, person, proprietorship or other entity, incorporated or otherwise (other than the Company), which is conducting, or plans to conduct, any business which competes with or will compete with, in the United States, (i) the business of the Company as constituted during the Contract Period, or (ii) the products of the Company manufactured, sold or under development by the Company during the Contract Period; provided, however, nothing herein shall prohibit the Director from being a shareholder in any entity that competes with the Company so long as the Director does not control such entity and does not hold more than a five percent (5%) equity interest therein.
Noncompetition, etc. (a) Seller agrees that for a period of five full years after the Closing Date, neither it nor any of its Affiliates shall: (i) engage, either directly or indirectly, as a principal or for its own account or solely or jointly with others, or as stockholders in any corporation or joint stock association, in any business that competes with any Company as it exists on the Closing Date within any area or region set forth on Section 5.01 of the Buyer Disclosure Schedule; (ii) employ or solicit, or receive or accept the performance of services by, any Person who is a current employee of any Company at the time of such employment, solicitation, receipt or acceptance by Seller or any of its Affiliates; or (iii) take any action that would reasonably be expected to have an effect that is adverse and material to (i) any Company’s then-existing or prospective material business relationship with any Person (including, without limitation, any customers or suppliers) known to such Seller or Affiliate or (ii) the operation of the Business by any Company. (b) Neither Seller nor any of its Affiliates shall take or purport to take any action on behalf of any Company after the Closing Date, including, without limitation, having any dealings, arrangements or communications with any third party on behalf of (or purportedly on behalf of) such Company. (c) If any provision contained in this Section shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Section, but this Section shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein; provided that, 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 shall not be 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 shall construe and interpret or reform this Section to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained herein) as shall be valid and enforceable under such Applicable Law. Seller acknowledges that Xxxxxx would be irreparably harme...
Noncompetition, etc. (a) Except pursuant to this Agreement or as otherwise approved by the Board of Directors, Manager will, and will cause its affiliates and its and their officers and any of their employees that are provided to the Company pursuant to Sections 1.1 or 1.2 to, refrain from, either alone or in conjunction with any other person, or directly or indirectly through its or their present or future affiliates:
Noncompetition, etc. You agree to the noncompetition, nonsolicitation, non-hire, trade secrets and confidential information, intellectual properties, authority and non-infringement, and non-disparagement terms set forth in Exhibit C.
Noncompetition, etc. Other than as described in Section 4(d), dduring the Contract Period and the extension thereof, the Director shall not, directly or indirectly, engage in or be associated with, whether as a director, officer, employee, agent, Director, shareholder, partner, owner, independent contractor or otherwise, any business, firm, corporation, partnership, person, proprietorship or other entity, incorporated or otherwise (other than the Company), which is conducting, or plans to conduct, any business which competes with or will compete with, in the United States, (i) the business of the Company as constituted during the Contract Period, or (ii) the products of the Company manufactured, sold or under development by the Company during the Contract Period; provided, however, nothing herein shall prohibit the Director from being a shareholder in any entity that competes with the Company so long as the Director does not control such entity and does not hold more than a five percent (5%) equity interest therein. The Company hereby acknowledges that the Director is engaged as Managing Director at Bentley Associates L.P., and nothing contained herein would prohibit the Director from performing his duties as such. Such duties include any services performed on behalf of Bentley Associates L.P. or Bentley Securities Corporation (together “Bentley”) for the Company. In the event that any duties the Director performs on behalf of Bentley may result in the Director having contact with any past, current or potential competitor of the Company, Director shall provide notice to the Company regarding such contact, and discuss the impact of such contact on the Company.
Noncompetition, etc. In consideration for the payments and benefits described above, you agree as follows:
Noncompetition, etc. (a) As an inducement for Buyer to enter into this Agreement and as additional consideration for the payment by Buyer of the Merger Consideration Shares and Target Shareholder’s receipt of other consideration, the receipt of which is hereby acknowledged, Target Shareholder agrees Target Shareholder will not, at any time within the five (5)-year period immediately following the Closing Date, directly or indirectly engage in, or have any interest in any person, firm, corporation, or business (whether as an employee, officer, director, agent, security holder, creditor, consultant, or otherwise) that engages in any activity in throughout the world that is the same as, similar to, or competitive with any activity now engaged in by Target (or any successor or successors of Target), as long as Buyer or Surviving Corporation (or any successor) engages in this activity in any such country, state, county or city.
Noncompetition, etc. Seller agrees that, in consideration of the payments made by Orbital hereunder, during the period from the Closing Date through the third anniversary of the Closing Date it shall not, directly or indirectly, own, manage, operate, control, participate in, invest in or be connected in any manner with the management, financing, ownership, operation or control of any business, venture or activity engaged anywhere in the world in the business of developing, designing, manufacturing or marketing (i) satellites, satellite systems, related support systems or related hardware, software or services, (ii) aerospace hardware, software and engineering services for space systems and related ground systems (other than continuing its business with United Space Command, Air Force Space Command and Air Force Material Command), or (iii) automated tracking and cargo status data systems of mobile assets, or related hardware, software or services, provided, however, that Seller shall not be prohibited by this Section 5.8 from owning beneficially or of record up to 5% of the equity interests in a public company. Seller further agrees that, in consideration of the payments by Orbital hereunder, without the prior written consent of Orbital neither Seller nor any of its Affiliates shall during the period from the Closing Date through the third anniversary of the Closing Date, directly or indirectly, recruit, offer employment, employ (including employment as a consultant), lure or entice away any Employee who then is, or within the then prior three months has been, an employee of Orbital or any Subsidiary, group or division of Orbital or any Affiliate thereof, unless such person has been terminated by Orbital or an Affiliate of Orbital. Orbital agrees, in consideration of Seller's sale of the Purchased Assets and other obligations hereunder, that without the prior written consent of Seller Orbital shall, during the period from the Closing Date through the third
Noncompetition, etc. Subject to the provisions of 7.9(f) below, Seller shall, and shall cause Robexx X. Xxxxx, Xxllxxx X. Xxxix, Xxxxxx ___. Squixxx xxx Harrx X. Xxxxxx (xxllectively the "Covenanting Person") to agree not to, directly or indirectly, for the benefit of Seller or any other person, either as principal, agent, manager, consultant, partner, owner, employee, distributor, dealer, representative, joint venturer, creditor or otherwise, do any of the following:
