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 any 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) 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:
(i) during the term of this Agreement, managing, purchasing, establishing, participating in, or having a substantial ownership interest in (other than through the ownership of five percent (5%) or less of any class of securities registered under the Securities Exchange Act of 1934, as amended), or otherwise lending assistance (financial or otherwise) to, a radio network company (which, for purposes of this Agreement, shall mean any compensation-based radio network that is RADAR-rated) or any other radio syndicator (a "Radio Network Company"), or entering into, or obtaining rights under, any agreement providing for an option to do any of the foregoing, provided, however, that if this Agreement is terminated by the Company pursuant to Section 3.2(b), this clause (i) shall be applicable for a period of two (2) years after such termination of this Agreement so long as the Company continues to pay Manager the Base Fee for such period after termination; provided further, however, that the terms of this Section 4.1(a)(i) shall not apply to any activities engaged in (A) by Manager with respect to Manager owned and operated stations, or (B) (at the time of acquisition) by any entity which is acquired by Manager or a Manager Subsidiary after the date of this Agreement, provided that such entity, or the activities in conflict with this Section 4.1(a)(i), are divested or discontinued by Manager or such Manager Subsidiary by the later of (i) one (1) year after the date such entity is acquired or (ii) as soon as reasonably practicable pursuant to an orderly process whereby Manager or such Manager Subsidiary is able to realize the fair value for such operations (such value to be reasonably determined by Manager), but in no event more than two (2) years after the date such entity is acquired;
(ii) disclosing (unless compelled by judicial or administrative process) or using any confidential or secret information relating to the Company or any of its clients, customers or suppliers, except, during the term of this Agreement, as Manager reasonably determines to be necessary in con...
Noncompetition, etc. In consideration for the payments and benefits described above, you agree as follows:
(a) You acknowledge that during your employment, you have become fully familiar with all aspects of the Company's businesses, and have obtained access to confidential and proprietary information relating to such businesses. You understand, agree and covenant that such information is valuable and that you have no property interest in it. Therefore, you covenant and agree that you will not use, disclose, communicate or divulge such information to any third party and will keep and hold such information in confidence.
(b) During the period of your non-competition covenant set forth in this Paragraph 12(c) hereof, you agree not to, on your own behalf or on behalf of any other person, corporation, firm or entity, directly or indirectly, solicit or induce any client, customer, employee or sales representative of Company to stop doing business with or to leave the Company for any reason whatsoever or to hire any of the Company's employees.
(c) You and the Company agree that the Company is currently engaged in the business of quarrying and selling dimension granite, and manufacturing, lettering, setting, marketing and selling at need and pre-need granite, bronze and other memorials and monuments and related products and services at wholesale and at retail (herein collectively referred to as the "Restricted Business") and Company is engaged in the Restricted Business in every state of the United States and worldwide as of the date of this agreement and that you have been employed by the Company to help expand and grow the Restricted Business. Accordingly, as a material and essential inducement to Company to enter into this agreement, make the payments provided for herein, and in consideration of Company's agreements with you under this agreement, you agree that during the period that you are receiving any benefits or payments from the Company you will not, directly or indirectly, in any manner whatsoever:
(i) compete with Company, its successors and assigns in the Restricted Business;
(ii) engage in the Restricted Business in the Restricted Territory;
(iii) have any ownership interest in (other than the ownership of less than five percent (5%) of the ownership interests of a company whose stock or other ownership interests are publicly or privately traded) any business entity which engages, directly or indirectly, in the Restricted Business;
(iv) contract, subcontract, work for, so...
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:
(a) For a period of three (3) years from the Closing, Seller and the Covenanting Person shall not, directly or indirectly, for the benefit of Seller, the Covenanting Person or others, either as principal, agent, manager, consultant, partner, owner, employee, distributor, dealer, representative, joint venturer, creditor or otherwise, (i) engage in any work involving the acquisition, development, marketing, distribution, sale, licensing, maintenance or support of software products, services and related hardware that are competitive with the Assets sold under this Agreement within the continuous process material handling, melting, forming and processing industries, including but not limited to the ferrous, non-ferrous and glass production industries (the "Business"), in any geographic area where Buyer or its successor in interest conducts Business now or in the future; or (ii) the promotion, solicitation, attempt to solicit, license or sale in any geographic area where Buyer or its successor in interest conducts Business of any product or service in competition with the products or services of Buyer related to the Business.
Noncompetition, etc. In consideration of the Section 3(c)(ii) Award, Executive agrees that upon automatic termination of the Employment Period on January 26, 2002, or if Executive should end his employment voluntarily at any time, including by reason of retirement or disability but not including a voluntary termination for Valid Reason, or if the Company should end Executive's employment at any time for Cause, then for a period of five years thereafter (instead of the two years specified in Section 8 of the Agreement) Executive shall be bound by the terms and conditions of Section 8 of the Agreement. The Company does not waive any rights it may have for damages or for injunctive relief in respect of the noncompetition agreement described in this Section. EXHIBIT C Certain Definitions In this Agreement, the following terms shall have the following meanings:
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. During the Employment Term, and for the balance of the Employment Term after Termination ( except for Termination by Employer Without Cause ) or for one (1) year, whichever is greater, (the "Noncompete Period"), the Employee shall not, (i) directly or indirectly, engage in, own, manage, operate, join or control, or participate in the ownership, management, operation or control of, any Restricted Enterprise (as hereinafter defined) or associate with any entity, incorporated or otherwise (other than the Company or its affiliates), which engages or plans to engage in a Restricted Enterprise anywhere in the United States, whether as a director, officer, employee, agent, consultant, shareholder, partner, owner, independent contractor or otherwise. As used herein, a "Restricted Enterprise" shall mean any activities which compete with the Company's activities in the sales or servicing of the Company's products in the business intelligence software market place; and (ii) solicit, or attempt to solicit, directly or indirectly, any customer for the purpose of selling or licensing products or services that are then competitive with products and services that are then available to that customer from the Corporation. It is understood that the restrictions in Section 5(a) are necessary to avoid possible compromise of the confidential information and trade secrets of the Corporation.
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.
(b) The parties intend the covenant contained in Subsection 7.4.1(a) above be construed as a series of separate covenants, one for each country, state, county or city. Except for geographic coverage, each such separate covenant will be considered identical in terms to the covenant contained in Subsection 7.4.1(a). If, in any judicial proceeding, a court refuses to enforce any of the separate covenants included in this Subsection 7.4.1(a), the unenforceable covenant will be considered eliminated from these provisions for the purpose of those proceedings to the extent necessary to permit the remaining separate covenants to be enforced.
(c) 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 further agrees not to divulge, communicate, use to the detriment of Buyer and Surviving Corporation or for the benefit of any other person or persons, or misuse in any way, any confidential information or trade secrets of Target, Buyer or Surviving Corporation, including personnel information, secret processes, know-how, customer lists, recipes, formulas, or other technical data. Target Shareholder acknowledges and agrees any information or data it has acquired on any of these matters or items was received in confidence and as a fiduciary of Target, Buyer and Surviving Corporation.
